Category Archives: Minutes

2016, May 18 – Minutes

Peninsula Endowment
Minutes Reconstructed
Minutes for May 18, 2016
10 am – noon
Brown Adams, 2600 El Camino Real, 6th floor, Palo Alto, CA

Call to order. Attending were Fred Kohler, Greg Fowler, Anne Dunham, Daniel Margulies, Gail Wilson
We approved minutes from 2/17/16 and 4/25/16

Treasurer’s report. As of March 31, Money Market Fund holds $2,698.53; portfolio holds $3,574,030.88. We’ve made payments to Brown Adams, Streamline Office, the Attorney General and Franchise Tax Board.
Update on Form 3500 filing status with Franchise Tax Board-Form 3500 has been accepted.

Gail filed the SI-100 with the state and paid with her credit card. Will reimburse.

Governance documents / elections-We voted to accept the new governance documents as presented and elect our officers.
Fred Kohler-President
Daniel Margulies-Vice President
Greg Fowler-Secretary
Gail Wilson-Treasurer, with Anne Dunham as backup

We voted to make the following grants, before the May 31, 2016 end or our fiscal year:

Braille Transcription Project of Santa Clara County -$5000
Lions Center for the Blind – Oakland Braille Embosser-$5000
BAADS – Bay Area Association of Disabled Sailors-$10,000
Marin Sailing School – Program for the Blind-$10,000
Learning Ally-$185,000
National Braille Press-$5,000
Cash has been transferred from the portfolio account to the cash account. Gail will send the checks before the end of the month.

Next meeting scheduled for September 21 at 10:00am at Brown Adams.

Adjourned.

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2016 Minutes, April 25

PENINSULA ENDOWMENT

Minutes of the BOARD OF TRUSTEES

April 25, 2016

ACTIONS TAKEN AND PENDING
•    Postponed approval of the February 17 minutes until our next meeting
•    Send email with details of two large checks that have recently cleared
•    Approved a motion accepting the revised Articles of Incorporation
•    Approved a motion accepting the re-stated Bylaws
•    Approved a $5,000 grant to the Braille Transcription Project

MEETING TIME AND LOCATION

The meeting of the Peninsula Endowment Board of Trustees was held at the offices of Brown Adams, 2600 El Camino Real, Palo Alto on April 25, 2016. The meeting was called to order at 10:13 AM by President Kohler.

ATTENDEES

Fred Kohler, President; Daniel Margulies, Vice President; Anne Dunham, Co-Treasurer;
Gail Wilson, Co-Treasurer; and Greg Fowler, Secretary

AGENDA ITEMS

Agenda Modifications

Approval of the February 17 minutes was postponed until our next meeting.

Treasurer’s Report

At the end of March the account balance was $3,574,000, a gain of $100,000 from the end of February. The cash account currently has a balance of $2,600. Another $10,000 is being moved to the cash account to cover expected accounting fees.

Accounting services were $422 for the first quarter. Vanguard fee for the quarter was $3,400.

We have received a letter from the Franchise Tax Board indicating that we owe a late filing penalty of $55 and also need to file a statement of information, listing contact information for all trustees.

Gail will be submitting a check to cover the penalty fee. Payment is required before our application will be processed.

The required form was submitted to Vanguard to confirm the approval of the changes to asset allocation. Change in allocation was completed in late February.

A question was asked about two large checks. The check registry was not available at the meeting but a follow-up email will be sent regarding the two checks.

Update on Governance Documents

Revised Articles of Incorporation and updated bylaws were distributed in advance of the meeting. Possible topics for discussion included the need for directors and officers insurance and election of trustees.

Questions were raised regarding the length of terms and rotation of elections. It was agreed that terms would be two years. The board as a whole will serve as any required committees. A motion was made and adopted unanimously to accept the revised Articles of Incorporation. A motion was made and unanimously adopted to accept the re-stated bylaws as presented.

Grant Making

Daniel indicated that requests are expected from the Marin Sailing School Program for Blind Sailors and Bay Area Association of Disabled Sailors. Fred reported that he and Greg met with Mary Alexander from Learning Ally. Mary provided an update on the College Success Program and will be sending more information.

A motion was made and unanimously adopted to provide a $5,000 grant to the Braille Transcription Project.

Next Meeting

Our next meeting is tentatively scheduled for May 18.

Adjournment

The meeting was adjourned at approximately 11:30 AM.

Respectfully submitted by:

Greg Fowler, Recording Secretary

2016 Minutes, February 17

PENINSULA ENDOWMENT

Minutes of the BOARD OF TRUSTEES

February 17, 2016

ACTIONS TAKEN AND PENDING

•    Elected trustees and officers as defined in the Articles of Incorporation
•    Approved minutes from the December 9, 2015 meeting
•    Adopted the draft mission statement as the new mission statement of Peninsula Endowment
•    Distribute a draft document for comment to be sent to nonprofits describing grant requirements

MEETING TIME AND LOCATION

The meeting of the Peninsula Endowment Board of Trustees was held at the offices of Brown Adams, 2600 El Camino Real, Palo Alto on February 17, 2016. The meeting was called to order at 10:06 AM by President Kohler.

ATTENDEES

Fred Kohler, President; Daniel Margulies, Vice President; Gail Wilson, Treasurer; Greg Fowler, Secretary; and Anne Dunham, Trustee

AGENDA ITEMS

Agenda Modifications

Following our current Articles of Incorporation it was decided to hold the election of trustees and officers at the prescribed February meeting. A motion was made to re-affirm the current trustees and elect officers—Fred Kohler, President; Daniel Margulies, Vice President; Gail Wilson and Anne Dunham, Co-treasurers; and Greg Fowler, Secretary. The motion was unanimously adopted.

Minutes

The minutes of the December 9, 2015 meeting were unanimously approved.

Update on Filing Form 3500 with the Franchise Tax Board

Venable has filed Form 3500 and indicated that we should receive a response within 90 days. The updated governance documents should be available from Venable soon.

Treasurer’s Report

Copies of the financials for fiscal year 2015 were distributed. A draft of the tax return has been received. A $10,000 transfer was made to our cash account on February 2 to cover accounting and bookkeeping fees. The formal document needs to be submitted to Vanguard to confirm our decision to adjust investment allocation between U.S. and international assets—both equities and fixed income.

Update on Web Site

Our form 990 and new mission statement need to be posted on the web site.

Mission Statement

After some discussion a motion to accept the draft mission statement as our new mission statement was made and adopted unanimously. The mission statement is:

Support programs that provide visually impaired individuals opportunities in the areas of education, employment and training to improve daily activities. Programs need not be based in Northern California but should have a significant impact on beneficiaries in the Northern California area.

Learning Ally Update

An email update was received on the College Success Program. The program is continuing to expand. A $600,000 grant has been received to support the program. In addition, a $75,000 grant was received from a family trust.

The number of student members has reached 177,000 and is projected to grow to 250,000 by the end of the year. Fund raising by volunteers at each studio has been initiated.

The approach to recording has become much more distributed across units and readers working remotely. In addition, a single reader is now completing each chapter of a book.

Grant Making

Gail began the discussion by mentioning that donating approximately 3.5% of our assets as of the beginning of the fiscal year would mean donations of $130,000. Gail reported on her visit to the Braille Transcription Project.

Total assets Braille Transcription Project at the end of last year were $158,000 with a projected deficit this year of $7,000. It was suggested that we consider a $15,000 to $20,000 grant for the organization.

Other organizations discussed were National Braille Press and Santa Clara Valley Blind Center. A proposal was made that we distribute a general description of our grants and request some information from the organization, including financials, nonprofit status and alignment of the organization’s mission with ours.

Gail will distribute a draft of the document to be sent out to nonprofits.

Next Meeting

Meetings were proposed for April 20 and May 18.

Adjournment

The meeting was adjourned at approximately 11:52 AM.

Respectfully submitted by:

Greg Fowler, Recording Secretary

2015 Minutes, December 9

Minutes of the BOARD OF TRUSTEES

December 9, 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 December 9, 2015. The meeting was called to order by President Kohler at 10:17 AM.

Present: Mmes. Dunham, Wilson; Messrs. Fowler, Kohler, and Margulies.

Minutes. The minutes of the September 30, 2015 meeting were unanimously approved.

Update on State and IRS Filings. Based on the letter written to the IRS by Brown Adams, Peninsula Endowment received an abatement of the $18,000+ penalty. In addition, the extension request for the 2015 tax filing was approved.  The expectation is that the state and federal returns will be filed by January 15, 2016.
President Kohler is continuing discussion with Venable regarding the finalization of the CA FTB 3500 filing. A final version is expected this week. Venable has agreed to work with Peninsula Endowment in the development of its updated governance documents.
Any correspondence should copy both Fred and Gail to ensure complete documentation records.

Treasurer’s Report. Vanguard distributed the performance report for November 30 via email in advance of the meeting. Marcus Lerman joined the meeting via phone to provide an update from Vanguard. For November U.S. equities were slightly positive, international equities were negative and bonds were slightly negative. For the calendar year U.S. equities are +2.47% and international -2.27%. Going forward, the expectation is for higher levels of volatility.

At this point there is no need to rebalance the portfolio. However, Vanguard’s recommendation is to increase international exposure. For equities this means moving from a 70/30 U.S. to international ratio to a 60/40 U.S. to international ratio for equities.

For fixed income the recommendation is to move from a 80/20 ratio to a 70/30 ratio, both U.S. to international.

The Federal Reserve is expected to raise rates by 25 basis points in the next week. The expectation is for a slow, gradual increase in rates.

To make the recommended change, we need to notify Marcus and an authorized signatory for the account must sign the new schedule. Since the Peninsula Endowment account was opened the cost of the international equity account has dropped by 20 basis points, now 14 basis points, and the international bond account is 19 basis points. We discussed the date for the next meeting with Vanguard. The possibility of a phone conference to review the portfolio was also mentioned.

The cost of the Vanguard account was discussed based on a recommendation from Brown Adams. Currently, the cost of the account is less than 50 basis points. A motion made that the board has reviewed the performance of Vanguard as our money management firm and has decided to continue with Vanguard. The motion was unanimously adopted.

A motion was made to reaffirm our 60/40 equity to fixed income allocation and to follow the Vanguard recommendation to increase both international equities and international bonds by 10%. The motion was unanimously adopted.

After discussion of the date for the next meeting, the date was tentatively set as February 17, 2016.

Web Site Update. There was general agreement that documents should be posted on the site in PDF format. We should also be posting our form 990 on the site. Gail will provide copies of the 990s for posting.

Mission Statement. Ideas were discussed to include in a draft mission statement. The next step is to circulate draft versions of a mission statement for discussion.

Learning Ally Update. Fred shared the update on the College Success program from Learning Ally. Learning Ally would like to present to the board at a future meeting. Rather than having a presentation at the next meeting, it was suggested that people distribute information on organizations for consideration of funding. We will need to make decisions on grants by the end of the fiscal year.

Adjournment. The meeting was adjourned at approximately 12:15 PM.

Respectfully submitted by:

Greg Fowler, Recording Secretary

2015, September 30 – Minutes

PENINSULA ENDOWMENT

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
trustees.

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

2015, January 28 – Minutes

PENINSULA ENDOWMENT

Minutes of the BOARD OF TRUSTEES

January 28, 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 January 28, 2015. The meeting was called to order by President Kohler at 10:30 AM.

Present: Mmes. Dunham, Wilson; Messrs. Fowler, Kohler, and Margulies.

Treasurer’s Report. Marcus Lerman and CJ Dennis from Vanguard attended the meeting. Marcus listed plans going forward, what’s new from the Peninsula Endowment and the shift to an institutional account as topics for discussion. CJ is the Vanguard analyst assigned to the Peninsula Endowment account as a result of the change to an institutional account.

CJ indicated that he would be glad to do any further analysis requested by trustees.

CJ reviewed the report distributed. Short term outlook for the U.S. markets is satisfactory with issues in Europe and on the Pacific Rim. International investing is still important to maintain asset diversification.

Inflation projection is 1.9% with U.S. growth expected to be 2.5-3%.

With a 60% equity/40% bond portfolio the historical return has been 7-8%. The projected 10 year future growth rate for such a portfolio is around 6% giving a real return of 4%.

For the quarter the return was 2.03% with a return of 6.51% year to date. The benchmark was at 7.29%. Bond performance was 5.86%. Fees were at .46%.

It was noted that once the switch to the institutional account is complete, all reports will be available online. In addition, all authorized individuals will need to complete the process to gain access to the new site.

Marcus indicated that it would be possible to schedule a quarterly phone review around the 20th of the month, following the end of each quarter.

Minutes. Minutes from the October 8, 2014 meeting were accepted as presented.

Learning Ally Update. Fred and Greg attended the open house at the new studio in Menlo Park. The studio has four recording booths. Learning Ally is increasing their presence via webinars.

Review of Meeting with Silicon Valley Community Foundation. Fred, Gail and Greg met with representatives of Silicon Valley Community Foundation. The purpose of the meeting was to discuss customized philanthropy services with service-based pricing. The people that we met with were more focused on donor advised funds. We are expecting to get a proposal back with more detail on customized services and costs.

Review Chart of Possible Structure for the Future. Fred distributed a chart comparing a public charity to a private foundation. As a public charity the organization must be associated with a qualified nonprofit. As a private foundation or donor advised fund, donations can be made to any nonprofit. The requirement of a 3.5% donation to the associated qualified nonprofit ends this fiscal year. For a donor advised fund, the sponsoring organization owns the assets and advisors can recommend grants. For a private foundation, the board maintains control of the assets.

There was some discussion of the timing of any change in status that would be made. The conclusion was that we should continue as a public charity for the current fiscal year and make any changes in the upcoming fiscal year.

A motion was adopted to make a donation to Learning Ally of $60,000 during this fiscal year. It was also agreed that Gail would pursue obtaining legal services on a pro bono basis, following up on the meeting last calendar year.

A motion was adopted to postpone the annual meeting to a time before the end of the fiscal year.

Adjournment. The meeting was adjourned at approximately 12:15 PM.

Respectfully submitted by:

Greg Fowler, Recording Secretary

2014, October 8 – Minutes

PENINSULA ENDOWMENT
Minutes of the BOARD OF TRUSTEES

October 8, 2014

A meeting of the Peninsula Endowment Board of Trustees was held at the offices of Brown Adams, 2600 El Camino Real, Palo Alto on October 8, 2014.

The meeting was called to order by President Kohler at 10:28 am.

Present: Mmes. Dunham, Tedrow, Wilson; Messrs. Fowler, Kohler, Margulies and Waud.

Minutes. The minutes of the April 29, 2014 meeting were approved as presented.

Treasurer’s Report. The bookkeeper has completed the books for the 2013 and 2014 fiscal years.  The results have been accepted by Brown Adams.  Several legal referrals have been received and an application to attend a free legal clinic sponsored by the Law Foundation of Silicon Valley on October 24 has been submitted. The donation of $75,000 has been made to Learning Ally.

Our account balance at the end of September was over $3,554,000. The allocation was 59.5% equities and 40.5% bonds as of September 30.

Brown Adams is prepared to do a review for FY 2013.  The review can begin once meeting minutes and any agreements with Learning Ally are provided.

A motion was adopted to have Brown Adams perform the reviews for FY 2013 and FY 2014.

It was suggested that we schedule a quarterly phone conference with Vanguard to review the account performance and hold this call outside our regular meeting.

Marcus Lerman joined the meeting via phone to provide an update on the Vanguard account.  Marcus indicated that the account has performed as expected for the current calendar year.  The bond portion of the account has been slightly below the benchmark through the first three quarters.

Marcus indicated that quarterly conference calls to discuss the account are possible.  He will be in Palo Alto on January 28, 2015 so can meet in person.

Vanguard is transitioning the Peninsula Endowment account to the institutional account management side of the company.  There will be better reporting and more possibilities for customization.  There will be no change in cost. The goal is to complete the transition in the next month or so.

Learning Ally Update. Learning Ally has signed a new lease for space in Menlo Park, 431 Burgess Drive.  The last day of operation in Palo Alto is scheduled for November 6 and the studio is scheduled to begin operation in the new location the week of November 17.

Relationship with Learning Ally, Tax Status & Government Documents. It was proposed that no funding decisions be made at the meeting but that we focus on understanding the issues. Plans for further investigation should be carried out before our next meeting.

Receipt of the petition from Learning Ally volunteers was noted. The first signature on the petition was from Claire Small.

Fred held a discussion with an attorney with extensive nonprofit expertise.  The goal was to get an assessment of our legal status and our tax filing status.

It was noted that the articles of incorporation were revised in the mid-1990s to allow support for Recording for the Blind or similar organizations. It was also noted that our current documents should be updated.

 

Our current tax filing status is as a type III supporting organization (public charity.)  To meet the requirements for this filing status the organization must donate 3.5% of assets to a single organization being supported on an annual basis.  Alternatively, a private foundation requires a 5% annual distribution and there is a 2% tax on investment income.

The feeling was expressed that we don’t want to completely stop funding for Learning Ally given that Claire Small signed the petition presented by the volunteers.  One possible idea is to investigate the possibility of funding a program that supports services in our geographic area, similar to the current effort in Denver.

It was noted that our past decision regarding funding Learning Ally was that we would not make any long term funding commitment.

The question was raised whether we could continue as a public charity and support more than one organization without paying tax.

It was suggested that one of our efforts before the next meeting be to investigate the custom services offered by Silicon Valley Community Foundation. A meeting will be arranged with Silicon Valley Community Foundation before our next meeting to investigate the services offered.

There was general agreement that we don’t want to stop all funding for Learning Ally. It was agreed that we would send a response to the petition to the studio indicating that we had provided $75,000 of support this year and would be holding discussions at future meetings regarding future funding.

Our next meeting was set for January 28, 2015.

Adjournment. The meeting was adjourned at approximately 12:35 pm.

Respectfully submitted by:

Greg Fowler, Recording Secretary