10/19/2016 Board of Directors Meeting Minutes

Minutes:  October 19, 2016 GLN Board of Directors Meeting

 Present on the 3 PM EST meeting of the Board via conference call:  Andrew Brown, GLN President and Chairman; Richard N. Sawaya (Secretary), Charles Maslin, Bennard Cann (Treasurer), and Dr. Mohamed Gouali.

• Board discussion of the draft External Communications Policy was favorable. The Board voted unanimously to adopt the Policy.
• Board discussion of the draft Whistleblower and Anti-Retaliation Policy was favorable. The Board voted unanimously to adopt the Policy.
• The Board focused on the reporting mechanism, detailed in the Whistleblower and Anti-Retaliation   After discussion, the Board unanimously endorsed the mechanism.
• The Board took up the proposed revisions to the GLN by-laws that have resulted from the legal settlement discussions. It was agreed that the revisions are constructive.  The Board voted unanimously to adopt the revisions to the by-laws.
• The Board discussed, per the adopted External Communication Policy, a formulation of the all GLN communication email to be sent out, as well as an update to the “Who Are We” section of the GLN website. Discussion of the communication email focused on articulating a positive, forward-looking update commending the contributions of GLN stakeholders.
• The Board discussed the advisability of ongoing GLN use of pro bono legal counsel. The Board unanimously endorsed retention of present pro bono counsel going forward, while determining that at this time there are no further needs for legal counsel.
• The Board discussed the merits of all directors undergoing Fiduciary Duty Training at a time to be determined within the next three months. While for some members of the Board such training may be in fact a case of “coals to Newcastle,” given the general heightened attention to fiduciary conduct at-large in the non-profit industry, the Board unanimously agreed to undergo the training.
• At this point in the meeting, Dr. Gouali left the conference call.
• The Board accepted with regret the formal written resignation of Dr. Gouali from the Board.
• The Board discussed GLN metrics, noting the extremely positive turnabout in budget, cash flow, students, teachers, partners, and courses offered. The Board noted that the period following the February 2015 personnel changes has brought about unprecedented growth and significant improvements to the organization, internally and externally. One such example was the near doubling of the budget from the year prior to the personnel changes.
• The Board discussed various personnel matters, such as on-boarding more interns and scheduling requests from the Program Coordinator.

The Board Meeting concluded at approximately 4:15 PM EST.

Approved:

Board Secretary:  Richard Sawaya     Date: 25 October, 2016