Board of Directors Meeting

Wednesday, January 21, 2015 5:30 – 8:00 pm

Minnesota Council of Nonprofits 2314 University Ave. West, Suite 20 (2nd floor)

St. Paul, MN 55114

1. Welcome & Introductions Chris Ganzlin, Board Chair

2. Secretary’s Report Naomi Shapiro, Secretary Approve Board Meeting Minutes 11/19/14 Review Executive Committee Meeting Minutes 12/8/14

3. Treasurer’s Report Chuck Dubois, Treasurer Review Financial Statements at December 31, 2014

4. Executive Director’s Report Craig Luedemann a. Fundraising & Marketing Report (Laura Lindsay) b. 2014 Celebration of Urban Youth Event on Sunday, May 3, 2015 (Laura Lindsay) c. Youth Voice

5. Governance & Nominations Committee Report Christine Page a. Elect new Board 1st Vice Chair to fill vacancy b. Elect new and returning Directors c. Recognition of retiring Board Members Matt Branson and Michael Kunz

6. Board Action & Discussion Items Chris Ganzlin a. Approve Check Signers for 2015 at Bremer, Unity and Anchor Banks b. Approve revised Executive Committee Job Description c. Conflict of Interest Policy & Sign Form d. Approve 2015 Board Meeting Calendar & 2015 Board Work Plan e. Board Policy Committee Structure & Complete Committee Sign Up Sheet

7. Program Director Reports a. Camp Sunrise (Isiah Jones) b. YouthLEAD (Nardos Tesfalidet) c. Young Women’s Mentoring Program (Sarah Gerdes) d. Volunteer Program (Daniel Plunkett)

EXECUTIVE SESSION

8. Executive Director Transition & Selection of new Executive Director a. Report from the Executive Director Transition Committee (Stephanie Haddad) b. Action on Executive Committee’s Hiring Recommendation (Chris Ganzlin)

9. Craig’s 2014 Performance Review Chris Ganzlin

If you arrive late and find the front door locked please call Shaina at 612/804-0816 for entry into the Building. The next YouthCARE Board of Directors meeting is Wednesday, March 18, 2015 from 5:30-8:00 pm.

YouthCARE Board of Directors Meeting Wednesday, November 19, 2014 At the Minnesota Council of Nonprofits Meeting Minutes

Members Present: Matt Branson, Andrea Carroll-Glover, Margarita Dimas Cultu, Mandi Crane, Chuck

Dubois, Christine Ganzlin, Stephanie Haddad, Denise Johnson, Bill Jones, Michael Kunz, Chris Mortenson, Jeff Proulx, Henry Rucker, Lica Tomizuka Sanborn, Eliot Searls, Naomi Shapiro, Hema Viswanathan, Tim Wendt, Tou Ger Bennett Xiong

Members Absent: Felisa Calaway, Juan Pablo Garduno, Scott Maanum, Mark Robinson

Staff, Youth & Guests Present: Shaina Abraham, Alex Ellering, Sarah Gerdes, Ariel Gittens,

Michelle Henkelman, Katie Knudtson, Laura Lindsay, Jenglar Lor, Craig Luedemann, Christine Page, Joel Passewe, Daniel Plunkett, Kou Xiong, Houa Yang

Call to Order – Tim Wendt, Board Chair Tim Wendt, Board Chair, called the meeting to order at 5:30 pm.

Welcome & Introductions – Tim Wendt, Board Chair

Secretary’s Report – Naomi Shapiro Meeting Minutes from the July 16, 2014 and September 17, 2014 Board Meetings were approved as written.

Treasurer’s Report – Chuck DuBois, Finance Committee Member Chuck introduced the guests from Deloitte, Katie Knudtson and Alex Ellering. Katie and Alex pointed out the letter addressed to the Board of Directors that summarizes the work that Deloitte completed for Audited Financial Statements of the year ending May 31, 2014. In addition, Katie and Alex reviewed the audited financial statements and presented that the audit went very smoothly and they found YouthCARE’s financial statements to be satisfactory in accordance with accounting principles generally accepted in the US. They did point out the uncorrected misstatement which refers to the fact that YouthCARE has not reflected the fair value of the donated Camp Sunrise land within the statements of financial activities. They regarded this, however, as “immaterial” because an assessment has not been made regarding the value of the donated land, and the value doesn’t have any real impact on the financial statements. Chuck then reviewed the October 31, 2014 Financial Statement Summary. He pointed out that compared to the previous year, the Grants and other receivables line item shows a 52% increase. He also pointed out that Liability expenses are up due to an increase in accrued vacation and deferred rent. Overall, Net Assets are up 31% which leaves YouthCARE in a significantly better position overall than in prior years. The Statement of Activities shows that Business, Corporate, and Foundation support is down by 28%. However, this is mainly due to timing and isn’t a worry at this time as more grants are expected soon. This is the same for Government support as those grants are on a reimbursement basis. In addition, Salaries are down due to some vacancies, and the YouthLEAD program is over budget due to a $3,480 reimbursement expected. YWMP expenses are down due to many activities not costing as much as expected. Operation expenses are up due to significant vehicle repairs and new phone system.

Executive Director Report - Craig Luedemann On Friday, November 7, 2014 YouthCARE received the 2014 Nonprofit Excellence Award from the

Minnesota Council of Nonprofits and MAP for Nonprofits. Craig showed the video that was presented at the Awards Ceremony.

On August 22, 2014, during the Annual Visitor’s Day at Camp Sunrise, the 2014 Bruce A. Palmer Distinguished Volunteer Service Award was presented to Mary Martinez and Michel Santos.

Thanks to the many volunteers and staff who helped with planning the Camp Sunrise 40th Anniversary Event at Camp Sunrise on Saturday, September 20, 2014. The event was a tremendous success! Special thanks to Shaina Abraham and Alumni Board Member Linda Vang for their work coordinating the event and to Tou Ger Xiong for emceeing the program.

The new and first ever YouthCARE/Camp Sunrise Alumni Association was formed over the summer and announced during the 40th Anniversary Event at Camp Sunrise in September. The Alumni Association conducted its first alumni event on Friday, November 7, 2014.

YouthCARE will be receiving its first ever “planned gift” - from the estate of Helen Kuehn, a long-time donor to YouthCARE who included YouthCARE in her will. Helen died on July 3, 2014 at the age of 86. She was introduced to YouthCARE years ago by her sister, Barbara Belew, a former YouthCARE Board member and long-time YouthCARE volunteer and donor.

YouthCARE’s 2013-14 Annual Report was published recently! Special thanks to Amanda Zoss for her continued pro bono graphic design help and YouthCARE staff member Laura Lindsay who produced the report.

We recently submitted a major three year, $260,000 per year, grant request to the Greater Twin Cities United Way, to continue to expand the out-of-school time activities we provide through our YouthLEAD Program. If fully funded, we will be adding 2 new full-time staff and 5 new part-time staff positions beginning in July 2015.

The 2nd Annual YouthCARE Advisory Board meeting was conducted at Faegre Baker Daniels on Wednesday, October 29, 2014. The luncheon meeting was attended by 34 Advisory Board Members, 9 current Board Members and 9 YouthCARE staff.

Thank you to the following YouthCARE Board Members who served as Board Officers in 2014; Tim Wendt, Chair, Chris Ganzlin, 1st Vice-Chair, Matt Branson, 2nd Vice-Chair, Scott Maanum, Treasurer, and Naomi Shapiro, Secretary.

Thank you to the following individuals who are serving on the 2014 Executive Director Transition Committee; Co-Chairs Matt Branson and Stephanie Haddad, Chris Ganzlin, Margarita Dimas Cultu, Hema Viswanathan, and former Camp Sunrise Directors Flannery Delaney and Sarah Ullmer.

In addition to currently chairing YouthCARE’s 2014 Nominations Committee, Christine Page has agreed to serve on the Board’s 2015 Marketing Committee.

The 10th Annual Soup it Up for Kids event was conducted on Friday, November 7, 2014. YouthCARE is one of the three nonprofit organizations that receive funds from this event. Thank you to current Board Member Bill Jones and alumni Board Members Beasy McGlothlin and Justin Botham for attending the event and representing YouthCARE. Shakur Brown, 2014 Camp Sunrise Junior Counselor, did a great job as a speaker during the event program.

We have a meeting scheduled at the YouthCARE office on Tuesday, November 25, 2014 with Joanna Ramirez Barrett, Xcel Energy’s new Director of Corporate Giving and Lauren Olson, Senior Foundation Representative.

YouthCARE’s 10th Annual 2015 Celebration of Urban Youth Event has been scheduled for Sunday, May 3, 2015 at Aria (in downtown Minneapolis).

Alumni YouthCARE Board member Eric Kalenze recently published his first book “Education Is Upside-Down: Reframing Reform to Focus on the Right Problems”.

Fundraising Report; Laura Lindsay YouthCARE is on track to receive years four and five funding for the MN Dept. of Education grant. There are some options for Board Member to participate in the Annual Appeal, include writing personal notes on letters, and helping fold, stuffing and sealing envelopes. The dates and times are Thursday, December 4 all day and in the afternoon on Saturday, December 6.

Youth Voice – Kou Xiong, YouthLEAD Program Specialist Kou Xiong introduced Jenglar Lor, Joel Passewe, and Houa Yang. The three youth spoke about their involvement in the out-of-school-time activities that take place at McDonough, which are led by Kou Xiong.

Board Action & Discussion Items

2014 Organization Assessment - Tim Wendt Tim highlighted the organization assessment that was completed as part of the Executive Director Transition process. He shared the different characteristics that were identified as important in the new Executive Director: passion for young people and YouthCARE’s mission, strategic thinker, nonprofit management experience, and fundraising experience. There was some discussion, including a suggestion to compare the organization assessment with the strategic plan. The Strategic Planning Committee will do this, and present the findings to the Board. Mission, Vision & Values Clarification - Margarita Dimas Cultu Margarita discussed the progress being made after the September 17, 2014 Board Staff & Youth Retreat. She has talked with Sharon Radd who is summarizing the findings from that meeting and Sharon is planning to present the findings at the January 21, 2015 Board Meeting.

Executive Director Transition and Search - Matt Branson & Steph Haddad Matt & Steph gave a brief overview of how the Executive Director Transition and search is going. They have received 34 applications and are in a really good position. They will have a great pool of candidates to choose from and aren’t worried about selecting finalists at this time. There will be some staff involvement. Second round interviews will take place in December and finalists will be chosen by the end of the year. Accounting Policies & Procedures Manual - Chuck Dubois Chuck Dubois presented the Accounting Policies & Procedures Manual that the Finance Committee has been working on. There was some discussion regarding the manual, specifically the section regarding endowments. A motion to approve the Accounting Policies & Procedures Manual was made, seconded and approved. 2014 Board Report Card - Matt Branson Matt reviewed the Board Report card which highlights Board Member participation and goals for participation during the 2014 year. He asked for feedback regarding the goals that were set and Board Members agree that the goals are accurate. Annual Executive Director Performance Review & Board Survey - Tim Wendt Tim started a discussion regarding whether or not to do the formal Executive Director Performance Review due to the timing of Craig’s retirement. There was a point brought up regarding whether or not our policies state that the review needs to be completed or whether there are any IRS 990 requirements to do so. The Executive Committee will conduct a review with Craig, and there may be a chance for Board Members to reflect and give feedback. Tim also suggested that the Board Survey be a mid-point assessment next year in 2015.

Nominations Committee Report - Christine Page

- Election of New Directors in January 2015 At this time, there are 10 vacancies for Board of Director positions. Two candidates have confirmed that they wish to join the board, and in addition, there are some strong prospects. Christine requested that Board Members write down some names of people who they think will be good candidates and pass them along.

- Election of Board Officers for 2015 The following Board Members were nominated and elected for the following Officer positions: Board Chair – Chris Ganzlin 1st Vice Chair – Matt Branson 2nd Vice Chair – Andrea Carroll-Glover Treasurer – Chuck Dubois Secretary – Naomi Shapiro

Recognition of Retiring Board Members - Chris Ganzlin

Chris recognized and shared a brief introduction/background regarding the following board members who are retiring from the Board of Directors at the end of this year: Felisa Calaway, Mandi Crane, Lica Tomizuka Sanborn and Tim Wendt. Each retiring Board Member present spoke about their involvement.

Board Policy Committee & Program Director Reports Each Committee Chair gave a brief report about the work their committee has been involved in and their last meeting. Each Program Director highlighted a few points from their report.

Executive Committee Tim Wendt Personnel Committee Mandi Crane Marketing Committee Michael Kunz Finance Committee Scott Maanum Strategic Planning Committee Naomi Shapiro Program Reports Ariel, Sarah & Daniel

Other Business/Adjourn

The meeting adjourned at 8:00 pm. Minutes Prepared by: Minutes Reviewed by: Michelle Henkelman & Craig Luedemann Naomi Shapiro, Board Secretary

Executive Committee Meeting Minutes Monday, December 8, 2014

11:30 am - 1:00 pm at the YouthCARE Office

Committee Members Present: Tim Wendt, Naomi Shapiro (by phone), Scott Maanum, and Craig Luedemann Committee Members Absent: Matt Branson, Chris Ganzlin Staff Present: Shaina Abraham and Michelle Henkelman

1. Welcome & Review Agenda - Tim 2. Executive Director’s Report - Craig

- The Annual Appeal is in the mail. With help from volunteers, staff, and Board Members, all 1,300 letters were signed!

- Grant income has been slow lately. Craig plans to spend some time to project the next few months and determine the cause for the lull.

3. YouthCARE Advisory Board - Craig - The committee clarified the process for how we invite retiring Directors to join the Advisory

Board. This recruiting will be done by the Executive Director and the Executive Committee. - The committee also clarified the process, including the Executive Committee’s role, in selecting

the Advisory Board Chair or Co-Chairs. The Executive Committee will appoint Advisory Board Co-Chairs. It was determined that current Advisory Board Co-Chairs will serve through 2015, and the Executive Committee will plan to recruit new chairs for 2016. Craig will discuss this with John Bachhuber and Nathan Dungan (current Advisory Board Co-Chairs).

4. Board Self Survey/Assessment - Tim - Tim reviewed key points from the recent Organization Assessment. There were two things that

stuck out regarding the Board and those were: 1) the size of the Board 2) Staff assumes too much responsibility of the Board’s work. He also pointed out that some of the strengths included that supporters have a deep commitment to the mission of the organization, the competence of the staff, and that the Board is feeling committed.

- Tim reviewed key points from last year’s Board Survey. - The committee confirmed plans to conduct the next Board Survey in mid-2015. There was some

discussion regarding the size of the board and whether or not that needs to be addressed. The committee decided it would gain some feedback regarding this on the next Board Survey.

5. Action Items - Craig

- A motion was made, seconded, and approved to confirm 2015 Board Meeting Calendar. - There was some discussion regarding the motion to amend the Personnel Policies (Section #4

related to Comp Time). It was clarified that comp time will be paid out if an employee leaves during the year. The new policy states that a total of 160 hours of comp and vacation time will be rolled over from year to year. In addition, any remaining comp time at the end of the year will be turned into vacation time with a maximum of 160 hours being able to be rolled over.

- A motion was made, seconded, and approved to amend Section #4 of the Personnel Policies as they relate to comp time.

6. Executive Director Transition Plan & Timeline - Tim & Craig - Review the plan, timeline and Executive Committee’s role in selecting the new ED - Review the plan for approving the new ED during the January 21, 2015 Board meeting - Discuss what role, if any, Craig will have in the orientation or on-boarding of the new ED - Review and discuss Craig’s List of Transition Ideas, Suggestions and Requests

7. Conduct Craig’s “Abbreviated” 2014 Performance Review - Tim - Review and discuss Craig’s 2014 Performance Objectives (attached) - Review and discuss list of 2014 Highlights & Accomplishments (attached) - Discuss next steps (including Tim’s responsibility to prepare a “one-pager” for Chris to distribute

to the members of the Board during the January Board Meeting 8. Adjourn

YouthCAREStatement of Financial PositionAs of December 31, 2014 and 2013

Actual Actual

As of 12-31-2014 As of 12-31-2013 $ Change % Change Notes

ASSETS

CURRENT ASSETS:

Cash and cash equivalents 329,978$ 320,427$ 9,551$ 5.96%

Grants and other receivables 151,820 84,974 66,846 78.67%Otto Bremer Foundation Grant Receivable ($60,000) to be

paid in March 2015

Prepaid expenses and other current assets 1,212 2,119 (907) -42.80%

Total current assets 483,009 407,520 75,490 18.52%

PROPERTY AND EQUIPMENT 92,160 20,149 72,011 357.39%

1) Donation from Toro, utility vehicle, and a lawn mower,

2) Repacement of roof,

3) 3 additional 15 passinger vans

TOTAL ASSETS 575,169$ 427,669$ 147,500 34.49%

LIABILITIES AND NET ASSETS

CURRENT LIABILITIES

Accounts Payable 300$ -$ 300$ 0.00%

Accrued Expenses 46,040 31,797 14,243 44.80% Increase in accrued Vacation

Other Current Liabilities 3,821 - 3,821 0.00% Defered rent

Total current liabilities 50,161 31,797 18,364 57.76%

NET ASSETS:

Unrestricted 374,966 345,854 29,111 8.42%

Board designated 150,043 50,018 100,025 199.98%

Total net assets 525,008 395,872 129,136 32.62% Significantly stronger position overall than in prior years

TOTAL LIABILITIES AND NET ASSEST 575,169 427,669 147,500 34.49%

YouthCAREStatement of Activities and Changes in Net AssetsFor the Period Ended December 31, 2014

Budget Actual

Annual For the Period Ended For the Period Ended Over/Under Over/Under

SUPPORT AND REVENUE: Budget 12/31/2014 12/31/2014 Budget $ Budget %

Contributions

Business, corporate & foundation support $415,000 $205,000 $195,850 ($9,150) -4.46%

Government Grants 590,000 371,250 358,207 (13,043) -3.51% Timing on Minnesota Department of Education (MDE) reimbursement

Individuals 100,000 81,950 72,396 (9,554) -11.66% Running behind on annual appeal ($10,000)

Donated Goods & Services 100,000 60,000 53,107 (6,893) -11.49%

Special Events 90,000 18,000 17,429 (571) -3.17%

Miscellaneous 5,000 2,750 3,089 339 12.34%

Interest income - - 177 177 100.00%

Total support and revenue 1,300,000 738,950 700,256 (38,694)

EXPENSES

Salaries 798,700 508,453 487,872 20,581 4.05%

Budgeted as if all employees would work 100%, doesn't take into account

any vacancy in positions, Summer Youth Employement Program is down by

approximately $12,000 and is a direct reimbursement amount

Benefits 139,300 85,600 77,604 7,996 9.34%

Camp Sunrise Program 62,000 54,500 52,250 2,250 4.13%

YouthLEAD Program 25,000 13,388 18,720 (5,332) -39.82%Special grant received for event at Little Earth for the peace games

($3,480).

Volunteer Program 4,000 2,590 3,298 (708) -27.34%

Young Women's Mentoring Program 25,000 15,887 11,288 4,599 28.95% Styling Science activites, activities have not cost as much as planned,

Operations 231,000 105,425 135,095 (29,670) -28.14%

40th Anniversary $7,157, Organizational assessment $2,500 professional

services, significant vehicle repairs $8,900, (engine, transmission, tires,

brakes), new phone system (July) cost more than old system and overlap

with old system, much better system personal reimbursement of cell phone.

Capital 15,000 13,750 10,224 3,526 25.64%

Total Expenses 1,300,000 799,593 796,350 3,243

CHANGE IN NET ASSETS - (60,643) (96,094) (35,451)

NET ASSETS - Beginning of year 621,102 621,102 621,102

NET ASSETS - October 31, 2014 621,102$ 560,459$ 525,008$

Board of Directors Executive Committee Job Description

Revised January 15, 2015

Except as otherwise required by law or by YouthCARE’s By-Laws, the Executive Committee shall have all the authority of the YouthCARE Board in the management of the Corporation. The Executive Committee consists of the Board Chairperson, 1st and 2nd Vice Chairpersons, Secretary, Treasurer and Executive Director. The Executive Director serves as a non-voting member of the Executive Committee. The Board Chairperson is the chairperson of the Executive Committee. The Executive Committee keeps regular minutes of its proceedings and reports the same to the full YouthCARE Board.

1. Develop and propose to the full Board of Directors an Annual Board Calendar and an Annual Board Work Plan.

2. Advise the Board Chair in setting the agenda for regular Board meetings.

3. Review and monitor the Board’s progress in meeting the goals and objectives of

YouthCARE’s Strategic Plan.

4. Review and monitor the work of Policy Committees to ensure that the Board is making progress on its Annual Goals.

5. Assist Policy Committee Chairs as needed with setting goals/objectives for each

Policy Committee. 6. Meet regularly with the Executive Director to monitor the organization’s work and

provide advice regarding how to address organization challenges and opportunities.

7. Review annually the Executive Director's job description and recommend changes to the full Board of Directors.

8. Review and implement the Executive Director’s Annual Performance Appraisal

process and recommend any necessary revisions to the Annual Performance Appraisal process to the full Board.

9. Plan and conduct an Annual Board Self Assessment, report findings to the full Board

of Directors and develop and coordinate the implementation of a plan to address the findings.

10. Recruit and appoint bi-annually in November a Chair or Co-Chairs for the YouthCARE Advisory Board.

Note: YouthCARE’s Office Manager is responsible for preparing written minutes of all Executive Committee meetings for distribution to the full Board of Directors.

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Conflict of Interest Policy Approved by the Board on May 28, 2008

SECTION 1. PURPOSE The board, officers, and employees of YouthCARE have the responsibility of administering the affairs of YouthCARE honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of YouthCARE. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with YouthCARE, or knowledge gained from their involvement with the organization, for their personal benefit. The interests of YouthCARE must be the first priority in all decisions and actions. SECTION 2. PERSONS CONCERNED This statement is directed not only to directors and officers, but to all employees who can influence the actions of YouthCARE, including, but not limited to, all persons who make purchasing decisions for YouthCARE, all “management personnel,” and anyone with knowledge of YouthCARE proprietary information. SECTION 3. AREAS IN WHICH CONFLICT MAY ARISE Conflicts of interest may arise in the relations of directors, officers, and employees with any of the following third parties: 1. Persons and firms supplying goods and services to YouthCARE. 2. Persons and firms from whom YouthCARE leases property and equipment. 3. Persons and firms with whom YouthCARE is dealing or planning to deal in

connection with the gift, purchase or sale of real estate, securities, or other property.

4. Competing or affinity organizations. 5. Donors and others supporting YouthCARE. 6. Agencies, organizations, and associations which affect the operations of

YouthCARE. 7. Family members, friends, and other employees. SECTION 4. NATURE OF CONFLICTING INTEREST A conflicting interest may be defined as an interest, direct or indirect, with any persons or firms mentioned in Section 3. Such an interest might arise through: 1. Owning stock or holding debt or other proprietary interests in any third party

dealing with YouthCARE.

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2. Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) with any third party dealing with YouthCARE.

3. Receiving remuneration for services with respect to individual transactions involving YouthCARE.

4. Using YouthCARE’s time, personnel, equipment, supplies, or good will in a manner that is adverse to the activities, programs, or purposes approved by the executive director or board chair.

5. Receiving personal gifts or loans from third parties dealing or competing with YouthCARE. The board, officers, and employees of YouthCARE are discouraged from receiving gifts except those of a value less than $50, which could not be refused without discourtesy. No personal monetary gifts may be accepted.

6. Disclosing confidential information or information which, if disclosed, might be adverse to YouthCARE’s interests, and using or disclosing information gained from or related to YouthCARE for personal profit or advantage or the personal profit or advantage of a family member, colleague, or acquaintance.

SECTION 5. INTERPRETATION OF THIS STATEMENT OF POLICY The areas of conflicting interest listed in Section 3, and the relations in those areas which may give rise to conflict, as listed in Section 4, are not exhaustive. Conflicts might arise in other areas or through other relations. The directors, officers, and management employees should recognize such areas and relation by analogy. The fact that one of the interests described in Section 4 exists does not necessarily mean that a conflict exists. If a potential conflict exists, it may not be material enough to be of practical importance. It is also possible that a material conflict may not, upon full disclosure of all relevant facts and circumstances, be adverse to the interests of YouthCARE. It is the policy of the board, however, that the existence of any of the interests described in Section 4 must be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board, officers, and employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately disclose those conflicts. SECTION 6. DISCLOSURE POLICY Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed: 1. The conflicting interest is fully disclosed; 2. The person with the conflict of interest is excluded from the discussion and

approval of the transaction; 3. A competitive bid or comparable valuation exists; and 4. The board of directors has determined that the transaction is in the best interest

of the organization. SECTION 7. DISCLOSURE PROCEDURE 1. Duty to Disclose: Disclosure of potential or actual conflicts of interest involving

employees should be made to the executive director (or if the executive director is the one with the potential or actual conflict, then to the board chair). The executive director shall bring the matter to the attention of the executive committee. Disclosure involving directors should be made to the board chair (or

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if the board chair is the one with the conflict, then to the board vice-chair). The board chair shall bring these matters to the executive committee.

2. Determining Whether a Conflict of Interest Exists: The executive committee shall determine whether a conflict exists. After disclosure of the potential conflict and all material facts relating to it, and after any necessary discussion with the conflicted person, he/she shall leave the executive committee meeting while the determination of a conflict of interest is discussed and voted upon.

3. Procedures for Addressing the Conflict of Interest: If the executive committee determines that a conflict of interest exists, it is the responsibility of the board of directors to determine whether the contemplated transaction may be authorized as just, fair, and reasonable to YouthCARE. The decision of the board on these matters will rest in their sole discretion, and their concern must be the welfare of YouthCARE and the advancement of its purpose.

a. An interested person may make a presentation at the board meeting where the conflicted transaction will be addressed, but after such presentation, he/she must leave the meeting during the discussion of, and the vote on, the transaction or arrangement those results in the conflict of interest.

b. The chairperson of the board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the board shall determine whether YouthCARE can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably attainable, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in YouthCARE’s best interest and for its own benefit and whether the transaction is fair and reasonable to YouthCARE and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

4. Violations of the Conflicts of Interest Policy

a. If the board has reasonable cause to believe that a staff or board member has failed to disclose actual or potential conflicts of interest, it shall inform that individual person of the basis for such belief and afford them an opportunity to explain the alleged failure to disclose.

b. If, after hearing the response of the individual and making such further investigation as may be warranted in the circumstances, the board determines that the individual has in fact failed to disclose an actual or potential conflict of interest, it shall take appropriate disciplinary and corrective action.

5. Records: With respect to potential and actual conflicts of interest, the minutes of

the executive committee and the board shall contain:

a. The names of the persons who disclosed an actual or potential conflict of interest, the nature of the actual or potential conflict of interest, any action taken

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to determine whether a conflict of interest was present, and the board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and the outcome of any votes.

SECTION 8. REVIEW OF POLICY Each new employee and board member is required to review a copy of this policy and to acknowledge in writing that they have done so. Each employee and board member must complete, on an annual basis, a disclosure form identifying any relationships, positions or circumstances that he or she believes could contribute to a conflict of interest. Any information shall be treated as confidential and will generally be made available only to the board chair, executive director, and the executive committee, except to the extent additional disclosure is necessary in connection with the implementation of this policy.

Conflict of Interest Information Form

Effective Dates of Form: January 1 to December 31, 2015

Name: ________________________ Date: ________________________

Please describe any relationships, positions, or circumstances in which you are involved that you believe could contribute to a potential or actual conflict of interest as defined in YouthCARE’s Conflict of Interest Policy.

I hereby certify that the information set forth above is true and complete to the best of my knowledge. I have reviewed, and agree to abide by, the YouthCARE Conflict of Interest Policy that is currently in effect.

Signature: _________________________ Date: _____________________

Please return to: YouthCARE 2701 University Ave. SE, Suite 205, Minneapolis, MN 55414

Y uthCARE Board of Directors 2015 Meeting Calendar

Please mark your calendar with the following YouthCARE Board meeting dates and times: DATE TIME LOCATION Wednesday, January 21, 2015 5:30-8:00 pm MN Council of Nonprofits Wednesday, March 18, 2015 5:30-8:00 pm MN Council of Nonprofits Wednesday, May 20, 2015 5:30-8:00 pm MN Council of Nonprofits Wednesday, July 15, 2015 5:30-8:00 pm MN Council of Nonprofits Saturday, September 19, 2015 TBD Camp Sunrise Wednesday, November 18, 2015 5:30-8:00 pm MN Council of Nonprofits Other Important YouthCARE Events and Dates: Wednesday, January 14, 2015 New Director Orientation Sunday, May 3, 2015 10th Annual “Celebration of Urban Youth” Event Friday, August 21, 2015 Annual Camp Sunrise Visitor’s Day Celebration Friday, September 4, 2015 23nd Annual “Play a City Course for City Kids” Golf Event October/November 2015 (TBD) 3nd Annual YouthCARE Advisory Board Meeting NOTES: Most YouthCARE Board of Directors meetings are held at the MN Council of Nonprofits, 2314 University Avenue West, Suite 20, St. Paul, MN (free parking in large lot). Please note that the entrance door to the MCN building locks automatically around 6:15 pm. If the door is locked when you arrive please call Shaina Abraham on her cell phone, 612/804-0816, so we can let you in! A light dinner and refreshments are provided at start of the meeting. To receive an excused absence when you are unable to attend a Board meeting, Directors are expected to contact Shaina Abraham or Michelle Henkelman at the YouthCARE office, 612/338-1233 or by email at sabraham@YouthCAREmn.org or mhenkelman@YouthCAREmn.org. The Board Packet (meeting agenda, minutes from previous meeting, financial statements, policy committee meeting minutes, etc.) is generally mailed to Directors 3-5 days prior to the Board meeting.

2015 Board of Directors Work Plan Approved by the Executive Committee on January 15, 2015

The YouthCARE Board of Directors has scheduled six regular Board Meetings in 2015. The following 2015 Board Work Plan is tentative and subject to change.

1. Wednesday, January 21, 2015 5:30-8:00 pm at the MN Council of Nonprofits - Review Financial Statements and Fundraising Report at 12/31/14 - Elect New & Returning Directors - Review Annual Board Work Plan & Calendar - Review Policy Committee Structure and Committee Sign Up - Review Conflict of Interest Policy and Form - Approve Check Signatories for 2015 - Announce Advisory Board Co-Chairs for 2015 - Report on 2014 Executive Director Annual Performance Review process - Select new YouthCARE Executive Director - Youth Reports

2. Wednesday, March 18, 2015

5:30-8:00 pm at the MN Council of Nonprofits - Review Financial Statements and Fundraising Report at 2/28/15 - Elect New Directors (as needed) - Approve Memberships & Affiliations for 2015 - Review Strategic Plan Implementation - Review Board Involvement in Fundraising - Approve Federal and State Tax Returns prepared by Deloitte & Touche - Review Preliminary Income and Expense Budgets for 2015-16 - Youth Reports

3. Wednesday, May 20, 2015

5:30-8:00 pm at the MN Council of Nonprofits - Review Financial Statements and Fundraising Report at 4/30/15 - Approve Annual Organization Program Plan for 2015-16 - Approve Annual Income and Expense Budgets for 2015-16 - Approve Fundraising Plan for 2015-16 - Approve Annual Marketing & Communications Plan for 2015-16 - Approve changes to the Personnel Policies - Review Report on the 2015 Celebration of Urban Youth Event - Youth Reports

4. Wednesday, July 15, 2015

5:30-8:00 pm at the MN Council of Nonprofits

- Review 5/31/14 Year-End Financial Statements - Review Financial Statements and Fundraising Report at 6/30/15 - Approve Revised Executive Director Succession Plan - Approve Revised Volunteer Program Management Polices - Review Camp Sunrise, YouthLEAD & Young Women’s Mentoring Program

Evaluations (including service statistics) for the year ending 5/31/15 - Review Strategic Plan Implementation - Review Board Involvement in Fundraising - Form 2015 Board Nominations Committee - Youth Reports

5. Saturday, September 19, 2015

Bi-Annual Retreat at Camp Sunrise (Time to be announced) - Review Financial Statements and Fundraising Report at 8/31/15 - Report by Governance Committee on Nominations for Board Officers for 2016

and the recruitment of New Directors in 2016 - Approve changes to the By-Laws - Program Director Reports on the 2015 Summer Youth Programs

6. Wednesday, November 18, 2015

5:30-8:00 pm at the MN Council of Nonprofits - Review Financial Statements and Fundraising Report at 10/31/15 - Review Audited Financial Statements with the Deloitte & Touche Audit Team - Approve Changes to the Strategic Plan (as needed) - Elect Board Officers for 2016 - Launch Executive Director Performance Review process - Launch Year End Board Self Assessment - Year End Report by Fundraising Committee Chair on Board Involvement - Conduct Community Shares of Minnesota Campaign - Recognize Retiring Board Members - Announce Advisory Board Co-Chairs for 2016 - Youth Reports

YouthCARE2015 Board Policy & Special Event

Committees

Executive Committee

Chair: Chris Ganzlin, Board Chair

Meetings: Bi-Monthly

Primary Responsibilities: Develop and Implement

Annual Board Work Plan, Conduct Executive

Director Annual Performance Review, Set Agenda

for Board Meetings, Coordinate Board Self

Assessment

Marketing Committee

Chair: TBD

Meetings: Bi-Monthly

Primary Responsibilities: Develop an Annual

Marketing & Communications Plan, Assist with the

publication of YouthCARE’s Annual Report, Assist

with Awards & Recognition, Branding, and Special

Events

2015 Celebration of Urban Youth Event

Sunday, May 3, 2015

Chair: TBD

Staff: Laura Lindsay, Michelle Henkelman and

Craig Luedemann

Volunteers:

Finance Committee

Chair: Chuck Dubois, Treasurer

Meetings: Bi-Monthly

Primary Responsibilities: Approve Annual Income

and Expense Budgets, Review and Approve

Monthly Financial Statements, Serve as the Audit

Committee, Maintain Internal Financial Controls,

Review Insurance plans

Personnel Committee

Chair: TBD

Meetings: Bi-Monthly

Primary Responsibilities: Review and revise

Personnel Policies, Executive Director Succession

Plan, Compensation & Benefit Policies, Employee

Benefits, Salary Ranges, Annual Staffing Plan,

Volunteer Program Management Policies

Camp Sunrise Visitor’s Day Celebration

Friday, August 21, 2015

Chair: TBD

Staff: Shaina Abraham, Isiah Jones, Ariel Gittens,

Laura Lindsay, and Daniel Plunkett

Volunteers:

Fundraising Committee

Chair: TBD

Meetings: Bi-Monthly

Primary Responsibilities: Approve Annual

Fundraising Plan, Implement Strategic Plan

Initiatives, Coordinate Board Involvement in

Fundraising Plan Assist with Camp Sunrise

Capital Campaign and Individual Donor Campaign

Governance & Nominations

Chair: TBD

Meetings: TBD

Primary Responsibilities: Conduct Annual Review

of the By-Laws, Recruit and Nominate New

Directors and Board Officers, Recruit Non-Board

Committee Members, Assist with New Director

Orientation

“Play a City Course for City Kids” Golf

Event

Friday, September 11, 2015

Chair: TBD

Staff: Laura Lindsay, Michelle Henkelman

Volunteers:

Strategic Planning Committee

Chair: TBD

Meetings: Bi-Monthly

Primary Responsibilities: Coordinate the

Implementation of the Strategic Plan, Report

regularly to the Board on progress, Assist other

Policy Committees with implementation, Update

the existing Strategic Plan (as needed)

Technology Task Force

Chair: Shaina Abraham

Meetings: TBD

Primary Responsibilities: Assist YouthCARE staff

in the development of a Strategic Technology Plan

and an Annual Technology Plan.

YouthCARE Advisory Board

Co-Chairs: Nathan Dungan & John Bachhuber

Staff: Laura Lindsay, Michelle Henkelman, Daniel

Plunkett and Craig Luedemann

Meetings: Annual Meeting in October or

November 2015

Board of Directors

2015 Policy Committee Preference Form

Name: E-mail Address:

Work# Cell# Home #

Each YouthCARE Board Member is expected to serve on one (or more) YouthCARE Policy

Committee in 2015. Please indicate your Committee preference(s) for 2015 by checking the appropriate box (or boxes). If you would like to serve on more than one Policy Committee in 2015 please indicate this with a note or comment. Policy Committees typically meet 4-5 times per year, during the even numbered months (Feb, Apr, Jun, Aug, and Oct).

Finance Committee

Fundraising Committee

Marketing Committee

Personnel Committee

Strategic Planning Committee

Please highlight the best days of the week for you to meet: Mon Tue Wed Thu Fri Sat

Please highlight the best times for you to meet: Morning or breakfast meetings Lunch meetings Evening or dinner meetings

In addition to service on a Policy Committee, Board Members may, but are not required to, serve on one or more of the following staff lead Special Event Committees. Please check the appropriate box (or boxes) if you want to serve on one of the following Special Event Committees in 2015:

Celebration of Urban Youth Event Planning Committee (Jan – May 2015)

Camp Sunrise 40th Anniversary Visitor’s Day (May – Aug 2015)

“Play a City Course for City Kids” Golf Event Planning Committee (Jun – Sep 2015)

Please return your completed form to Craig Luedemann at cluedemann@YouthCAREmn.org or to the YouthCARE office by fax (612/338-6904) as soon as possible. Please call Craig at 612/338-1233 if you have any questions. Thank you!

Camp Sunrise Program Report Isiah Jones, Program Director Wednesday, January 21, 2015

Camp Sunrise News

Looking for our 2015 Camp Staff team already! If you know of anyone who may be a good fit to live and work at Camp Sunrise for 11 weeks this summer send them our way!

Corporate Work Days - we need help setting up the Camp Sunrise facilities in May; if your company or division would like to help and could use a great teambuilding day give us a call!

It’s also not too early to take a week of vacation this summer and make plans to spend a week on the St. Croix as a volunteer camp counselor. You don’t have to be an experienced camper to make a big impact.

Junior Staff recruitment is just around the corner again as well; this summer we will be partnering with the city of Minneapolis’s Step Up program and the city of St. Paul’s Right Track programs again to provide jobs to youth.

The 2014 Camp Sunrise summer evaluation is complete and includes many highlights and success of the summer program; one questions we ask youth at the end of their week up north is “How have you changed by being a part of Camp Sunrise? “I have stepped outside my comfort zone and fully embraced the outdoors to the best of my abilities, so yes, I changed.” “I know more about culture. This makes me want to go outside more than stay in the internet life.”

School Year Programing

Safari activities are going great with 4 activities per night! 68% of Safari participants were also campers this summer. Some of the highlights of the last couple months include: Ice skating, Tubing, Sledding & Batting Cages.

We spent some time at camp over the holiday break; alumni staff members from the summer volunteered to lead the trip!

The Youth Advisory Council will host the 4th annual Pancake Breakfast on Saturday March 21! Come support the 23rd annual lock in by eating pancakes.

Looking for more ways to learn about and be involved with Camp Sunrise? Contact Isiah, ijones@YouthCAREmn.org

YouthLEAD Program Report

Nardos Tesfalidet, YouthLEAD Program Director

Wednesday, January 21, 2015

YouthLEAD year to date program statistics:

June 1, 2014 – December 31, 2014 June 1, 2013 -December 31, 2013

Program Area

# of

Youth

# of

Activities

Units of

Service

# of

Youth

# of

Activities

Units of

Service

Little Earth Teens 56 109 1,211 30 35 215

McDonough Teens 61 89 1,259 41 21 208

YouthLEAD 291 164 1,218 247 153 1,166

CS Stars 48 70 1,282 29 71 708

Total 456 432 4,970 347 280 2,297

2014-15 School Year Programming Update-

Twin Cities Youth Leadership Education and Diversity (YouthLEAD) Programming: YouthLEAD winter

programming kicked off the week of January 5, 2015. YouthLEAD is currently providing 2-4 days of programming a week

at McDonough Townhomes, Little Earth of United Tribes, Mt. Airy Community Center, Arlington Hills Community Center

and Stewart Park. YouthLEAD is also providing 2 days of programming /week for North Minneapolis youth but we are still

seeking out a consistent program space in North Minneapolis.

Fall/Winter Program highlights:

- A new partnership has been created with Illusion theatre that will allow your youth to attend performances as well

as facilitate/participate in meaningful discussions/reflection about performances.

- All of the program sites either have already/will be participating in Cooking Matters programming, through the

University Extension program, which not only teaches youth how to prepare healthy meals but also allows them

to take the groceries home to prepare the healthy meals for their families.

- The Little Earth program has begun implementing the BUILD Gang and Violence Prevention & Intervention

Curriculum through the City of Minneapolis.

- The Bowling Masquerade, the first Social/Recreational event planned by the Youth Advisory Counsel (YAC),

was successful and had a turnout of 86 youth participants.

Community Service (CS) Stars Programming-

The Community Service Star Program is a youth employment program that allows youth to work with local non-profit

organizations to learn about community issues, while serving with the organizations to address those concerns. Twenty new

youth began their first jobs on January 12th, 2015 and will participate in the employment training program for 9 weeks. We

are also currently accepting applications for the spring session, the application deadline is February 20, 2015.

Staffing Updates- YouthLEAD has added 5 new staff members this winter.

- Nou Thao, CS Star Crew Leader

- Isaiah Kingbird (former youth participant and camp counselor), CS Star Assistant Crew Leader

- Sonia Paredes, CS Star Assistant Crew Leader

- Vincent Moniz, Jr., Little Earth Program Assistant

- Patrick Yawakie, North Minneapolis Program Assistant

Upcoming Event-

- Dance/Carnival: Saturday, February 7, 2015 (Location/Time TBD)

- Pancake Breakfast, Saturday, March 21, 2015 9-11:30am at Van Cleve Park (Tickets will be available to purchase

during March BOD meeting!)

- 23rd Annual Lock-in Saturday, April 18, 2015-Sunday, April 19, 2015 at the North Community YMCA

All of these events are open to Board members to volunteer at, so please call the office if you’d like to sign up

Young Women’s Mentoring Program (YWMP) Report Sarah Gerdes, Program Director Wednesday, January 21, 2015

Girls Groups:

One of the highlights over Winter break included a cross site activity between Little Earth and McDonough participants, facilitated by a group of professional women who belong to Society of Women Engineers (SWE). The girls were introduced to the concepts of kinetic and potential energy through making spool racers out of spools of thread and washers. This was a great opportunity for the girls and Youth Mentors to be exposed to professional women in STEM careers.

Gingerbread house making sounds like such a simple project to adults, but when you do it outside of the

classroom and in an afterschool setting where there are girls who cross a large range of ages, the projects

become much more involved and complex than usual.

This was the perfect opportunity to incorporate their (participants) activity idea and teach them how to plan and

prepare for it. They helped create the shopping list the day before, prepare materials, and they all enjoyed the

activity.

During debrief the Youth Mentors expressed their feeling of great accomplishment. Ashleigh said, “I would have

never thought of all the little things that go into something like making a little gingerbread house. It was so much

work, but we all worked together and got it done. The girls all had fun, and that’s what matters. It was all worth

the work. I even had fun.”

Chavanna (Youth Mentor) held up her gingerbread house in front of me (Millie), smiled big, sighed and said, “I

have the best job in the world!” Yenecia (Youth Mentor) chimed in and said, “Yes, who gets paid to have fun with

girls…and make gingerbread houses”.

(Excerpt from activity log of Millie Hernandez, Little Earth Program Coordinator, 12-3-14)

Youth Mentor Training:

The last training that the Youth Mentors participated in focused on Sexual Health and exploring Gender

Identities. A former YWMP Program Coordinator who now works at Family Tree Clinic came to speak with the

girls, followed by a facilitator from Neighborhood Health Source.

Program Report

Program: Staff Development and Volunteer Program January 14, 2015

Staff Member: Daniel Plunkett

Program Data (December 2014) #

Hours of Service by Program Volunteers 81*

Hours of Service by Policy Volunteers 12*

Hours of Service by Special Event Volunteers 27*

Total number of volunteer hours provided to YouthCARE this month 120

Number of unduplicated development opportunities provided to staff - internal & external

5

*Indicates number of reported hours

Reflection/Highlights

1. We have officially switched to Sterling Backchecks and Verified Volunteers to perform our criminal history screenings for employees and volunteers.

2. Our December All Staff Training was “Ethical Dilemmas in Youth Work”. It was facilitated by University of Minnesota – Twin Cities Extension Center.

3. The January All-Staff Training will take place at the Midtown Site of the YWCA of Minneapolis. The training facilitated by their Racial Justice Department is titled “Understanding Privilege”.

4. Cristian Lozada Hernandez, our Macalester College Bonner Community Scholar, has decided to return to YouthCARE for the 2015-2016 academic year. Below is information on the program:

The Bonner Community Scholars Program is a four-year civic engagement program providing leadership programming, academic support, engagement opportunities and a social network.

5. In the next few weeks, I will begin to recruit volunteers for the spring and summer program sessions. I will be working closely with U of M Center for Service Learning, Xcel Energy and AmeriCorps and other partners.

6. Lao Yang and Arsema Ameya have joined YouthCARE as Program Assistants from the University of Minnesota. They are both sophomores and have been great additions to the YouthCARE team.

7. We are currently going through the Annual Performance Review Process. It began at the end of December and will continue through mid-February.

Issues/concerns

1. Participation of alumni volunteers and staff has been lagging over the past two to three months.

2. We are struggling to find motivated YouthCARE Camp Sunrise Alumni to serve as the leadership team for the Alumni Association.