Minutes of the BOARD OF TRUSTEES
September 30, 2015
The meeting of the Peninsula Endowment Board of Trustees was held at the offices of Brown Adams, 2600 El Camino Real, Palo Alto on September 30, 2015. The meeting was called to order by President Kohler at 10:03 AM.
Present: Mmes. Dunham, Wilson; Messrs. Fowler, Kohler, and Margulies.
Trustee Update. President Kohler reported that Trustees JoAnn Bitting and Ben Waud submitted their resignations in August 2015. In a recent conversation with Virginia Tedrow, Virginia indicated that she wouldn’t be able to stand for election to another term as trustee.
Minutes. The minutes of the January 28, 2015 were approved as amended. Minutes of the January 28, 2015 meeting should list the trustees attending the Learning Ally event as Fred Kohler, Greg Fowler, Anne Dunham and Gail Wilson.
Elections. Acting as members of the Peninsula Endowment the five attendees, Fred Kohler, Greg Fowler, Anne Dunham, Gail Wilson and Daniel Margulies unanimously approved a motion to elect the same as the board of trustees. Officers elected for the year are Fred Kohler, president, Daniel Margulies, vice-president, Gail Wilson, treasurer and Greg Fowler, secretary. The officer slate was elected unanimously.
Treasurer’s Report. Financial statements were distributed for the fiscal years ending May 31, 2013 and May 31, 2014. The associated tax returns have been filed. A handout titled What Every Nonprofit Board Member Should Know was distributed.
The Vanguard statement for August 31, 2015 was reviewed. The account balance was $3,484,374.29. Based on the January 28 minutes there was some discussion of arranging a conference call with Vanguard approximately 20 days after the end of each quarter. Wednesday at 9:00 AM seemed to be a time that would work for all trustees given that it would be a call rather than a meeting requiring travel.
The board had approved changing accounting services via an email vote, completed on April 24, 2015. The new service is Streamline Office Services.
The accounting service is working on the May 2015 records in preparation of our tax returns. An extension has been filed and acknowledged. Streamline Office Services is being paid on an hourly basis.
Update on state and IRS filings / non-profit status. Due to our nonpayment of the fee to register as a nonprofit in California during 2012, Peninsula Endowment lost its nonprofit status with California. Additionally, the IRS has notified us that a payment of $18,500 is owed. The amount is the result of the failure of the extension request being filed or the return being submitted on time. Brown Adams has written to the IRS to indicate when the tax return was completed and requested abatement of the penalty. The IRS has acknowledged receipt of the letter and will be responding.
There are two separate issues involved—failure to pay the fee to the California Registry of Trusts and the failure to file a timely tax return with the IRS. The Brown Adams letter to the IRS was on July 17, 2015; the acknowledgement from the IRS was on August 18, 2015.
During a conference call on July 1, 2015, with Venable, we learned of the loss of California nonprofit status. During the call they agreed to pursue the filing to restore the charitable status of the Peninsula Endowment. Venable had previously agreed to provide pro bono services to update the governance documents of Peninsula Endowment.
A motion was made and adopted to ask Venable to file the required documents to reinstate nonprofit status with California by October 15, 2015.
There was some discussion of the future and the proposal to convert to a private foundation. The estimated cost for preparing updated governance documents was $5,000. A motion was adopted to pursue other options if we do not have the state documents from Venable by October 15, 2015.
Web Site. The web site was started in 2010 to post information about the organization. Our domain has been purchased through November 13, 2018 as a result of Anne’s donation. Our current web hosting contract ends on November 13, 2015. Anne has established a free site at wordpress.com. A motion was adopted to use the free hosting from wordpress.com and pay the associated fee to associate the domain, peninsula.org, with this site.
From the discussion of the purpose of the web site, key points were the credibility of the organization and ongoing reports on the organization.
We need to update the board roster for the current year. We should post our 990 form on the web site.
To cover minor expenses there was a suggestion to have a cash account. Our Vanguard account has required a minimum check of $250. The treasurer is investigating options to handle smaller payments. There was also a discussion of having a fixed address for the organization that was independent of the board.
Discussion of Grant Making. Learning Ally has been notified that we will not be making any long term funding decisions in the next few months. The general agreement was that we keep the granting process informal and that it be initiated by research done by trustees. Proposed focus was that a large percentage of grants be to organizations serving the visually impaired in Northern California.
It was suggested that we work on our mission statement and have a proposed version for early 2016. Greg agreed to consolidate input from
Learning Ally Memo. President Kohler reviewed the memo from Learning Ally regarding their recent activities and programs. Learning Ally requested support of $250,000 for each of the next two years.
There was discussion of the possibilities of supporting Santa Clara Valley Blind Center, the Braille Transcription Project and National Braille Press.
Investigations should provide electronic background information on the above organizations for possible grants.
Next Meeting. December 9 was proposed for our next meeting.
Adjournment. The meeting was adjourned at approximately 12:10 PM.
Respectfully submitted by:
Greg Fowler, Recording Secretary