Committee Agenda

I. Call to Order ............................................................................Dr. Robert Harris

II. Minutes of March 14, 2012, Meeting* ........................................ Vicki Spano

III. 2012-13 New Directors* .....................................................Dr. Robert Harris

IV. 2012-13 Officers+ ....................................................................Dr. Robert Harris

V. Election Process* ....................................................................... Steve Heath VI. Other Items .................................................................................................. All VII. Adjourn ...................................................................................Dr. Robert Harris

Next Meeting: July 11, 2012, 7:30 a.m., La Bou

* Action Item

Bold Denotes Enclosure + Handout

Board Development & Nominating Committee Wednesday, May 9, 2012, 7:30 a.m.

United Way Executive Conference Room or (916) 368-3011, Room 1

Committee MinutesBoard Development and Nominating CommitteeWednesday, March 14, 2012, 7:30 AMUnited Way Conference Room A

AttendeesRobert Harris, John Johnson

Conference PhoneJim Shetler

StaffSteve Heath, Victoria Kosha, Vicki Spano

Call to Order:There being a quorum present, Committee Chair Robert Harris called the meeting to order at 7:33 AM.

Approval of Minutes for the December 14, 2011 Meeting: Robert HarrisRecommendation/Motion: To approve minutes from the December 14, 2012 meeting.

John Johnson moved to approve the recommendation/motion. Motion seconded by Jim Shetler.Motion carried 3-0.

Board Development & Nominating Committee Membership: Robert HarrisThe Committee discussed the size of the Committee and decided it should consist of 5 members. RobertHarris suggested the Vice Chair should be a member of the Committee and all agreed. The Committeewill consist of 3 Committee members, the Chair and Vice Chair.

2012-2013 Business Plan Goals/Budget Add-ons: Steve HeathThe Committee reviewed the Board Survey, Board Attendance and Board Committee Participationdocuments. The group discussed Board recruitment and possible candidates to fill the 6 seats expiring inJuly. The nominations for officers will also be held in July.

There was a discussion of the nomination process and different options for voting. The Committee madeseveral suggestions including: on-line voting, email, texting or conference call meeting. The Committeewill review possible candidates in May.

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Committee Minutes

Planning Session Changes: Steve HeathThe Committee discussed who should be responsible for planning the Board Planning Sessions anddecided the Board Development Committee will continue planning with input from Committee Chairs.

Also discussed is the need to update the Bylaws in May or June.

2011-12 Board Recruitment/Retention: Steve HeathSteve Heath gave an overview to the Committee and does not believe their will be Foundation Boardvacancies.

2012-2013 Officer Nominations: Robert HarrisRobert Harris recommended sending a communication to the Board requesting nominations for officersand Board recruits. Steve Heath will send an email to the Board requesting nominations.

UWW Board Self-Assessment Requirement: Steve HeathThe Committee discussed the timing and requirements of the United Way Worldwide (UWW) BoardSelf-Assessment. Although the Assessment is not due until end of December Jim Shetler suggestedscheduling in April. Steve Heath will check with UWW on reserving this timeframe.

Future Meeting Schedule: Steve HeathThe Committee will now meet every two months. The group also discussed changing the day of theCommittee meetings from the second Wednesday of the month to the second Friday.

Adjournment:Robert Harris adjourned the meeting at 8:36 AM.

Next Meeting:Wednesday, May 9, 2012 at 7:30 AM at La Bou’s on Rockingham Drive.

Minutes Taken By Minutes Approved By

_________________________________ ____________________________________Vicki Spano Date Dr. Robert M. Harris DateAdministrative Manager Committee Chair

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UNITED WAY CALIFORNIA CAPITAL REGION COMMITTEE TRANSMITTAL MEMO

PRESENTED TO: Board Development & Nominating Committee DATE: May 9, 2012

SUBJECT: Nominees for Board of Directors - First Read

Attachment: Yes No

Handout: Yes No

RECOMMENDED BY:

Steve Heath

TYPE OF ITEM:

Information Action Consent / Routine

APPROVED FOR CONSIDERATION BY:

RECOMMENDATION

To approve the four returning and three new directors listed below for new three-year terms on the UWCCR Board of Directors and authorize staff to circulate the list to the full Board of Directors via email on or before May 18 for a “first read” 30 days prior to the date on which the election will take place.

BACKGROUND UWCCR only brings new directors onto its Board in January and July, with elections taking place at the December and June Board Meetings. Likewise, voting on renewal of terms for current directors takes place only twice a year. The bylaws require that a list of prospective new and returning directors be circulated to the full Board of Directors for a “first reading” no fewer than 30 days prior to the date on which the vote will be taken. That date this year is June 27. Per our bylaws, we may have no more than 35 Board Members. With the recent resignation of Doug Kim and passing of Jerry Takehara, we currently have 29 directors. Four current directors’ terms of office expire on June 30. All have been contacted and have expressed the desire to be re-elected. Three new candidates, two of whom were recommended by current board members, also are standing for election. ANALYSIS/OVERVIEW During the recruitment period for this “class” of directors, we put a premium on finding people with ties to significant current or potential campaign partners who could also bring us expertise on key initiatives such as planned giving and further could help us with geographic diversity. Following are the three new director nominees selected through this process:

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Kevin Barri, Senior Vice President & Community Banking President, Wells Fargo Bank. Kevin is a long-time resident of the region and has been with Wells Fargo about three years. His territory includes the western slope of El Dorado County, Sacramento County and Northern San Joaquin County. Kevin previously was with Bank of America and then with Placer Sierra Bank before it was acquired by Wells Fargo. The resident of Rescue, El Dorado County, sits on a number of community boards in Sacramento and El Dorado Counties, including the Sacramento Zoo. Barry Brundage, Senior Vice President & Managing Director, The Private Client Reserve, U.S. Bank. A resident of Rocklin, Barry is relatively new to the regional community but not to United Way, having served on the Campaign Cabinet of the United Way of Metropolitan Dallas prior to leaving Comerica Bank for his current position. Barry is a founding member of our United Way’s Planned Giving Core Group. He also leads the investment management team selected by Capital Region Foundation to manage its endowment portfolios. Jeremiah Smith, Executive Vice President & Chief Financial Officer, First Northern Bank. Although First Northern Bank is headquartered outside our service area (Dixon, Solano County), most of its branches and much of its growth strategy are focused on our five counties. Moreover, Jeremiah, who comes highly recommended by current board member Lori Aldrete, is a resident of West Sacramento and is interested in becoming involved in the community in our region. He chair’s the bank’s Asset/Liability Management and Profit Improvement Committees and has a keen personal interest in financial literacy. First Northern has been an early partner in our Planned Giving initiative. In addition to the new director candidates, the following current Board members have terms expiring on June 30, 2012. All have been contacted by members of the Board Development Committee and have expressed interest in being elected to new terms of office. They include (year shown in parentheses is the year they first joined our Board): Ruth Miller, Vice President, Wraith Scarlett Randolph Insurance, Woodland (2009)

Terry Myrrdin, Chief of Facilities, Office of the Secretary of State, Sacramento (2009)

Pam Stewart, Owner, Cole Stewart Consulting, Sacramento (2009)

Carolyn Turpin, Regional Vice President, Liberty Mutual Insurance, Roseville (2006)

STATUS If approved, this list will be circulated to all members of the Board via email for a “first read” no later than Friday, May 18 via email. The election will take place in June. Assuming Board approval, the seven nominees will officially begin their terms of office on July 1. An orientation session has been tentative scheduled for the new directors (and any others wishing to attend) at 9 a.m. on Wednesday, July 18.

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UNITED WAY CALIFORNIA CAPITAL REGION COMMITTEE TRANSMITTAL MEMO

PRESENTED TO: Board Development & Nominating Committee DATE: May 9, 2012

SUBJECT: New Election Process

Attachment: Yes No

Handout: Yes No

RECOMMENDED BY:

Steve Heath

TYPE OF ITEM:

Information Review/Comment Action Consent / Routine

APPROVED FOR CONSIDERATION BY:

RECOMMENDATION To adopt the methodology described below for election of officers and directors. BACKGROUND The Board of Directors has decided to adopt an every-other-month meeting schedule. That schedule does not include June or December meetings. However, our bylaws currently call for directors to be elected in June and December and for officers to be elected in June. That means United Way either has to change its bylaws to alter the timing of these annual elections, or it needs to change is election methodology. UWCCR will be modifying its bylaws sometime in the next few months, but not in time for the currently scheduled election of officers. Staff therefore recommends adopting the following methodology for the June, 2012, election and then evaluating it to determine whether to make it a permanent process. OVERVIEW We could use email, but email lacks the ability to assure that any given email is actually being sent by the person whose name is on it. This is problematic for voting. United Way recently installed a new online portal for board members, but is does not currently have the capability to allow directors to cast a ballot. Staff therefore recommends that paper ballots be mailed to current board members in June. The sequence of events would be as follows:

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May 11, lists of director and officer nominees circulated via email to all current directors; deadline for responses with concerns or other nominations is June 4.

June 4, paper ballots mailed to all current directors using regular mail; deadline for returning the ballots

(by regular mail) is June 18.

June 19, staff counts ballots, reports results to committee on telephonic committee meeting. Committee votes to certify results and notify electees.

STATUS If approved by the committee, the process will be reported to the Board at the May 23 meeting.

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