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BOD 15 2015/2016 MINUTES BOARD OF DIRECTORS MEETING INTERNATIONAL LUTHERAN LAYMEN'S LEAGUE Online Friday, January 15, 2016 In Attendance: Chairman Philip Krauss II; Vice Chairman Phillip Johnson; Treasurer Paul Pettit; Secretary Janice Wendorf; Londa Borer-Skov; Jack Ficken; Richard Gast; Gretchen Jameson; Kay Meyer; Leonard Pranschke; Andreas Schwabe; Weldon Schwiebert; Richard Sindlinger; William Snow; LHM President & CEO Kurt Buchholz, Ex Officio; LCMS Liaison Rev. Timothy Scharr, Advisory; and LCC Liaison Mathew Block Advisory. Absent: Pastoral Advisor Rev. Timothy Klinkenberg and LLL Canada Managing Director Stephen Klinck, Advisory. Staff of Lutheran Hour Ministries attended portions of the meeting at the request of the President & CEO. 01 Philip Krauss II, Chairman, called the meeting to order at 9:08 a.m. CST. 02 Chairman Krauss read an entry from the Maxwell Leadership Bible on Ezekiel for the opening devotion. 03 Chairman Krauss shared opening comments. Chairman Krauss reminded Board members to read the book, Boards that Make a Difference, before the April meeting. Gretchen Jameson will lead the Board in a discussion on the book and its application to Board roles. Chairman Krauss reported that he had sent letters to LCMS President Harrison, LCC President Bugbee, and their respective Boards of Directors, as requested by the Board in the October 2015 meeting. It was clarified by the Board that the request had been to address the letters to each Board of Directors, copying President Harrison and President Bugbee. 04 Kurt Buchholz, President & CEO, read a letter dated January 6, 2016, from Rev. Timothy Klinkenberg resigning from his role as Pastoral Adviser to the Board, due to increased commitments at his home congregation. He pledged his continued enthusiasm for and support of LHM, and recommend that the Board consider Rev. Bill Tucker to succeed him. M 2015/16-33 Motion was made to approve the consent agenda including: approval of meeting agenda; approval of October 2015 meeting minutes; and resolution to elect subcorporation officers. Motion was seconded and carried by voice vote. 05 Jack Ficken, Chair of the Compensation and Evaluation Committee, reported that the committee met via phone conference to review documents detailing the performance of the

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Page 1: MINUTES BOARD OF DIRECTORS MEETING ...2016/01/15  · 04 Kurt Buchholz, President & CEO, read a letter dated January 6, 2016, from Rev. Timothy Klinkenberg resigning from his role

BOD 15 2015/2016

MINUTES

BOARD OF DIRECTORS MEETING

INTERNATIONAL LUTHERAN LAYMEN'S LEAGUE

Online Friday, January 15, 2016

In Attendance: Chairman Philip Krauss II; Vice Chairman Phillip Johnson; Treasurer Paul Pettit;

Secretary Janice Wendorf; Londa Borer-Skov; Jack Ficken; Richard Gast; Gretchen Jameson;

Kay Meyer; Leonard Pranschke; Andreas Schwabe; Weldon Schwiebert; Richard Sindlinger;

William Snow; LHM President & CEO Kurt Buchholz, Ex Officio; LCMS Liaison Rev.

Timothy Scharr, Advisory; and LCC Liaison Mathew Block Advisory.

Absent: Pastoral Advisor Rev. Timothy Klinkenberg and LLL Canada Managing Director

Stephen Klinck, Advisory.

Staff of Lutheran Hour Ministries attended portions of the meeting at the request of the President

& CEO.

01 Philip Krauss II, Chairman, called the meeting to order at 9:08 a.m. CST.

02 Chairman Krauss read an entry from the Maxwell Leadership Bible on Ezekiel for the

opening devotion.

03 Chairman Krauss shared opening comments.

Chairman Krauss reminded Board members to read the book, Boards that Make a

Difference, before the April meeting. Gretchen Jameson will lead the Board in a

discussion on the book and its application to Board roles.

Chairman Krauss reported that he had sent letters to LCMS President Harrison, LCC

President Bugbee, and their respective Boards of Directors, as requested by the Board in

the October 2015 meeting. It was clarified by the Board that the request had been to

address the letters to each Board of Directors, copying President Harrison and President

Bugbee.

04 Kurt Buchholz, President & CEO, read a letter dated January 6, 2016, from Rev. Timothy

Klinkenberg resigning from his role as Pastoral Adviser to the Board, due to increased

commitments at his home congregation. He pledged his continued enthusiasm for and

support of LHM, and recommend that the Board consider Rev. Bill Tucker to succeed him.

M 2015/16-33 Motion was made to approve the consent agenda including: approval of

meeting agenda; approval of October 2015 meeting minutes; and resolution to elect

subcorporation officers.

Motion was seconded and carried by voice vote.

05 Jack Ficken, Chair of the Compensation and Evaluation Committee, reported that the

committee met via phone conference to review documents detailing the performance of the

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BOD 16 2015/2016

President & CEO. A recommendation for salary will be presented in executive session.

Policy Based Governance describes the performance of the President & CEO to be the same

as the performance of the organization as a whole, so this will be the criterion for future

evaluations and salary recommendations.

06 Janice Wendorf, Secretary and Chair of the Board Development Committee, gave the report

for the committee, drawing attention to the committee minutes from their December 7, 2015

conference call.

M2015/16-34 Board Development Committee moved that the Board accept Appendix L:

Board Monitoring Guidelines.

Motion carried by voice vote.

07 President & CEO Buchholz reported on the work of the Task Force: Policy Manual

Consultant. Information was given describing the process used to compile the document,

which aims to create a manual that is clearer, less redundant, more navigable, and more

closely aligned with policy-based governance. The Board will receive the proposed revised

document electronically after the meeting and should review it prior to the April meeting,

where time will be allotted for full Board discussion. In addition, Board members are

encouraged to ask questions of any of the task force members (President & CEO Buchholz,

Jameson, Leonard Pranschke, and Secretary Wendorf) prior to the meeting.

08 Chairman Krauss reported on behalf of the Executive Committee, pointing to Motion

2015/16-32, which was approved by the Executive Committee in their meeting on December

11, 2015. The motion approved Resolution: Housing Allowance Designation, which set Tina

Kassebaum’s housing allowance at 60%. Minutes from the meeting were part of the docket

for this meeting.

09 Paul Pettit, Treasurer and Chair of the Budget and Finance Committee, presented the updated

financial report for LHM.

Motion 2015/16-35 Budget and Finance Committee moved that the November 2015

Financial Report be accepted and filed for audit.

Motion carried by voice vote.

10 William Snow, Chair of the Audit Committee, reported that the committee did not meet.

They will have a proposal for the Board to consider at the April meeting.

11 Secretary Wendorf, Chair of the Election Committee, reported that the committee also

includes Jameson and Pranschke and two staff members to be assigned. The committee will

meet via phone conference call by June 15 to confirm the results of the vote.

12 Phil Johnson, Vice Chairman and Chair of the Fund Development Committee, reported that

the committee had nothing new to report.

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BOD 17 2015/2016

13 Dick Gast, Chair of the Nominations Committee, reported that the committee met November

19, 2015. Minutes from the meeting were part of the docket for this meeting. The proposed

slate of candidates will be presented in executive session.

Motion 2015/16-36 Motion was made to go into Executive Session.

Motion was seconded and carried by voice vote.

Staff and the liaisons from LCMS and LCC were released from the meeting, and invited to return

when the meeting reconvened in the afternoon.

Motion 2015/16-37 Motion was made to go out of Executive Session.

Motion was seconded and carried by voice vote.

14 Londa Borer-Skov offered a closing prayer.

15 The Board went into recess.

16 The meeting reconvened at 1:00 p.m. CST.

17 Ficken offered the session opening prayer.

Motion 2015/16-38 Nominations Committee moved to approve the slate of candidates for

the Spring 2016 Election for Members of the Board of Directors as presented: Chairman:

Phillip Johnson and Philip Kraus II; Directors: Londa Borer-Skov, Paul Martin, Michael

“Mick” Onnen, Gene Partlow, Paul Pettit, Richard Sindlinger, and William Snow.

Motion carried by voice vote.

18 President & CEO Buchholz gave his report.

Jay DeBeir, Vice President of Strategic Alignment, introduced himself to the Board,

sharing his work experience and background.

Andrew Fitzgerald, Director of Digital Ministries, reported on updates and developments

in the area and requested prayer support for the work.

President & CEO Buchholz guided the Board through a document outlining how the

proposed Bylaws changes will be presented to the membership for approval.

President & CEO Buchholz shared the timeline for the 2016 election process.

President & CEO Buchholz reported that due to a requirement by the bank with whom

LHM banks in Uganda, all Board members are required to provide color scans of their

passports and state issued driver’s licenses with residential address on them. Staff will

provide guidelines of what is needed after the meeting. These files are to be submitted to

LHM staff by January 22, 2016, in order to comply with the bank’s deadline.

Motion 2015/16-39 Motion was made to approve the account resolutions for Fifth Third

Bank and Commerce Bank as submitted.

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BOD 18 2015/2016

Motion was seconded and carried by voice vote.

19 Mathew Block, LCC Liaison, brought greetings from LCC President Bugbee and reported

the church body has been mandated by the districts to restructure the entire church body,

presenting this to the 2017 LCC Convention in early October 2017. He requested prayer

support for LCC and those working to fulfill this mandate.

20 Rev. Timothy Scharr, LCMS Liaison, brought greetings from President Harrison and shared

some of the issues presented to the Council of Presidents that will be affecting LCMS

churches, schools, seminaries, and institutions. The convention of the LCMS in July 2016

will have 18 floor committees appointed.

Motion 2015/16-40 Following a detailed review of performance for LHM’s President &

CEO by the Board’s Compensation and Evaluation Committee, and in an effort to move

the salary of this position closer to the midpoint of the salary range for comparable

Lutheran organizations, the committee moved an increase in salary for the 2016-2017 fiscal

year of 9.319%, beginning June 1, 2016.

Motion carried by voice vote.

Motion 2015/16-41 Motion was made to approve the Rev. Bill Tucker of San Antonio,

Texas, as Pastoral Advisor for the Board, subject to his agreement to serve.

Motion was seconded and carried by voice vote.

21 Future Board Meetings:

April 14-16, 2016; St. Louis, MO (arrive April 14). Seminary banquet held April 15.

Committees should meet via phone or web conference prior to the meeting.

July 7-8, 2016; Concordia University Wisconsin, Mequon, WI. Prior to the LCMS

convention being held in Milwaukee, WI.

October 20-23, 2016; Union Station, St. Louis, MO. 100th Anniversary Celebration and

2016 Int’l LLL Convention.

January 20, 2017; online.

April 20-22, 2017; St. Louis, MO.

July 20-22, 2017; St. Louis, MO.

October 19-21, 2017; St. Louis, MO.

22 Secretary Wendorf reported on behalf of the Board Development Committee that the Board

self-evaluation tool will be sent to Board members following the meeting. The evaluation is

to be completed by March 1. Results will be shared with the Board in the April meeting.

23 Chairman Krauss led the Board in an informal meeting evaluation.

24 Kay Meyer offered the closing prayer.

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BOD 19 2015/2016

Motion 2015/16-42 Motion was made to adjourn the meeting.

Motion was seconded and carried by voice vote.

25 Meeting adjourned at 3:45 p.m.

Respectfully submitted by,

Janice Wendorf, Secretary

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BOD A-50 2015/2016

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BOD A-51 2015/2016

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BOD A-52 2015/2016

Resolution to Elect Subcorporation Officers

Whereas the Board of the International Lutheran Laymen’s League and its President & CEO also

serve as the Governing Board Membership of the sub-corporations Envoy Productions, Inc.;

Envoy Entertainment, Inc.; and Lutheran Television, Inc.;

Be it resolved that the following officers of said corporations be elected:

Lutheran Television, Inc.

President: Kurt Buchholz

Secretary: Larry Pritchett

Envoy Productions, Inc.

President: Kurt Buchholz

Envoy Entertainment, Inc.

President: Kurt Buchholz

Secretary: Larry Pritchett

All other officers and directors shall remain as elected in July 2015.

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BOD A-53 2015/2016

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BOD A-54 2015/2016

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BOD A-55 2015/2016

RESOLUTION

HOUSING ALLOWANCE DESIGNATION

Whereas, section 107 of the Internal Revenue Code permits a minister of the Gospel to

exclude from gross income (in computing federal income taxes) a housing allowance paid to

him or her as part of his or her compensation to the extent used by him or her for actual

expenses in owning or renting a home; and

Whereas, Tina Kassebaum is compensated by the Int’l Lutheran Laymen’s League

exclusively for services as a commissioned minister of the Gospel; and

Whereas, International Lutheran Laymen’s League does not provide a parsonage; therefore,

it is hereby

Resolved, that 60% of the total compensation paid for the remaining portion of the calendar

year 2015 to Tina Kassebaum as a commissioned minister of the Gospel is hereby designated

to be a housing allowance pursuant to section 107 of the Internal Revenue Code.

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BOD A-56 2015/2016

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BOD A-57 2015/2016

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BOD A-58 2015/2016

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BOD A-59 2015/2016

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BOD A-60 2015/2016