minutes board of directors meeting international lutheran ... · bod 20 2015/2016 minutes board of...

BOD 20 2015/2016

MINUTES

BOARD OF DIRECTORS MEETING

INTERNATIONAL LUTHERAN LAYMEN'S LEAGUE

Sheraton Westport Chalet

Saint Louis, Missouri Friday-Saturday, April 15-16, 2016

In Attendance: Chairman Philip Krauss II, 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; Pastoral Advisor Rev. Bill Tucker, Ex Officio

Absent: Vice Chairman Phillip Johnson

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

& CEO.

The Budget and Finance Committee met on Thursday afternoon, April 14.

01 Friday, April 15, 2016, Philip Krauss II, Chairman, called the meeting to order at 8:45 a.m.

02 Rev. Bill Tucker, Pastoral Advisor, and Rev. Jay DeBeir, Vice President of Strategic

Alignment, were introduced to the Board.

03 Pastoral Advisor Tucker led the opening devotion based on Ephesians 3:14-19.

04 Chairman Krauss shared opening comments including a letter dated April 6, 2016 from

Mathew Block, LCC Liaison, stating he is resigning from his role as Liaison to LHM, due to

a family move that will place him too far from an international airport. The letter was

included in the notebook of Board materials. Rev. Timothy Scharr has also resigned from his

role as The Lutheran Church—Missouri Synod Liaison to LHM, due to personal reasons.

Motion 2015/16-43 Motion was made to adopt the resolution of appreciation for the service

of the Rev. Timothy Klinkenberg as Pastoral Advisor to the International Lutheran

Laymen’s League Board of Directors for the past four years.

Motion was seconded and carried by voice vote.

Motion 2015/16-44 Motion was made to approve the consent agenda including: approval of

the meeting agenda; approval of the January 2016 minutes; approval of motion to approve

power of attorney appointment authority.


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05 Gretchen Jameson facilitated a discussion of Boards that Make a Difference as part of the

ongoing education of the Board.

06 Kurt Buchholz, President & CEO, reported on the task force: Policy Manual Consultant.

Board members had received revised policy manual after the January meeting concluded and

were to relay any concerns or questions about the manual.

Motion 2015/16-45 Motion was made on behalf of the Budget and Finance Committee to

approve additional policy 4.7.4 The CEO will not fail to build and maintain an operating

reserve equal to 23% of the previous fiscal year’s actual ministries operating expense net of

gifts in-kind.

Motion carried by voice vote.

Motion 2015/16-46 Motion was made to accept and approve the Governance Manual as

presented.


07 Leonard Pranschke offered the meal prayer

08 The Board went into recess.

09 The meeting reconvened at 1:00 p.m.

10 Pastor Bill Tucker was installed and commissioned as Pastoral Adviser by the Rev. Dr.

Gregory Seltz.

11 President & CEO Buchholz gave the President & CEO’s report.

Rev. Gregory Seltz, Speaker of the Lutheran Hour greeted Board members as fellow Sent

ones, reminding them of the words of Jesus, “You will be my witnesses.”

Stephen Klinck, LLL-Canada Managing Director, reported that thirteen Project Connect

booklets have been translated into French and booklets may be translated into Chinese

and other languages. Finances are adequate for their operations. Work continues in their

partner ministry center in Nicaragua. The 50th Anniversary of LLL-Canada is in 2017; a

separate corporation was set up in 1967.

President & CEO Buchholz introduced Ken Ohlemeyer, Director of Marketing &

Creative Services, who shared his background and experiences and his responsibility to

oversee the brand.

The promotional video for the new LHM resource We the Church was viewed. This is an

effort to respond to the question, how does the Church impact the culture?

President & CEO Buchholz shared the leadership/management theme “Wins on the

Board” and cited the following “wins”:

o LHM Sunday materials 742 orders this year vs. 400 last year; fewer dollars spent,

greater impact

o 40 volunteers enlisted for SENT initiative

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o $7.6 million in planned giving versus $500,000 previous year

o $50 million toward the 5-year plan goal of $250 million

o Restructuring US Ministries based on the people LHM serves in three areas: Mass

Media; Thred; Resources and Training

o The Lutheran Hour is closing in on one million listeners

o New DVD We the Church

o Second Martin Luther DVD set to premiere in July

Increase of 6 million people reached in International Ministries

New ministry centers in Turkey; Laos in February 2016

75,000 views of the Easter whiteboard video on Facebook

Website redesigned with the user in mind

40 staff members attended Bible study led by Rev. DeBeir, including deployed staff;

Board members are invited to attend also; next class April 20; studies held every other

Wednesday at noon

Improved internal communication

12 Paul Pettit, Treasurer and Chair of the Budget & Finance Committee, presented February

financials on behalf of the committee.


accept the financial report and file it for audit.


13 Treasurer Pettit presented the 2016/17 Annual Financial Plan to the Board on behalf of the

Budget & Finance Committee.


approve the 2016/2017 Annual Financial Plan.


14 Chairman Krauss reported on the meeting of the Executive Committee. The report is part of

the docket for this meeting.

15 William Snow, Chair of the Audit Committee, reported for the committee.

Motion 2015/16-49 Motion was made on behalf of the Audit Committee recommending

approval of the proposal presented to International Lutheran Laymen’s League by the

Certified Public Accounting firm of Brown, Smith, Wallace, for performing LHM’s annual

financial audits for the 2016, 2017, 2018 fiscal years of $34,300/year (that includes the $850

fee for preparation of Federal 990). (The fees for forward years of 2017 and 2018 assumes

that the scope of services required does not change significantly from year to year and that

any changes in generally accepted accounting practices do not have significant impact of

hours necessary to complete the audits.)

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Motion carried by voice vote

16 Janice Wendorf, Secretary and Chair of the Board Development Committee, reported on

behalf of the committee. The minutes of the committee’s meeting are part of the docket. The

committee has requested that the discussion of the results of the Board Self Evaluation be

moved to Executive Session.

17 Jack Ficken, Chair of the Compensation and Evaluation Committee, reported the committee

did not meet and has no report.

18 Secretary Wendorf, Chair of the Election Committee, reported that the two LHM staff

assigned to this committee are Chad Fix and Curt Wittbracht. The committee will meet via

phone prior to June 15 to verify and confirm the results of the election. Included in the Board

docket is a copy of the election materials that are being mailed to the members. Deadline for

receipt of ballots is May 30, 2016. Board members were reminded to encourage those in their

congregations and spheres of influence to vote early and to vote electronically, if possible.

19 Andreas Schwabe reported for the Fund Development Committee in the absence of Phil

Johnson, Chair of the Fund Development Committee. He said that the work and report of the

committee had already been addressed during the Budget and Finance Committee report.

20 Dick Gast, Chair of the Nominations Committee, reported the committee did not meet and

has no report.

Motion 2015/16-50 Motion was made to go into Executive Session.


Motion 2015/16-51 Motion was made to go out of Executive Session.


21 Dick Sindlinger offered the closing prayer

22 The Board went into recess.

Evening activity included a reception and banquet with concluding students and their spouses

from Concordia Seminary, St. Louis.

23 The meeting reconvened Saturday April 16, at 8:45 a.m.

24 Pastoral Advisor Tucker led the opening devotion, we are God’s masterpiece, based on

Ephesians 2: 8-10.

Motion 2015/16-52 Motion was made to approve the resolution, Authorization to Approve

403 (b) Withdrawals: Resolved, that any one of the following people be authorized to

approve all past and current employee non-retirement withdrawals from their

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accumulated tax deferred 403 (b) plan funds: Kalyn Brantley-McNeal; Julie Atwood-Wise;

Jerome DeBeir.

Motion seconded and carried by voice vote.

25 Chairman Krauss gave a report on the Board International Monitoring trip, which took place

March 4 to 12, 2016. In addition to Chairman Krauss, Kay Meyer and Weldon Schwiebert

went on the trip. The spouses of all three Board members also participated. As future trips are

planned Board members are to carefully evaluate their physical stamina and the significant

investment of time and effort, before, during, and after the trip, as they consider their (and

their spouse’s) participation in the trips.

26 President & CEO Buchholz announced that the destination for the 2017 Board Monitoring

trip will likely be Africa, specifically Kenya and Uganda. By the July meeting the decision

should be made as to who is going to participate in the trip.

27 Schwiebert reported on his attendance as the Board representative to the LHM Foundation

Board of Trustees meeting that preceded this meeting. Jack Kidwell is the new chairman of

the Board of Trustees. Much of what was covered at the meeting has already been reported to

this Board.

28 President & CEO Buchholz pointed out the information in the Int’l LLL 100th Anniversary

Update provided in the docket materials.

29 President & CEO Buchholz presented the proposed future meeting dates for the Board.

Motion 2015/16-53 Motion was made to approve the dates of January 19, 2018 (Online

meeting), and April 19-21, 2018 (St. Louis, Missouri).


30 President & CEO Buchholz reported that research is being conducted on an online portal to

manage all Board documents. More information and a demonstration will be shared at the

July meeting.

31 Future Board Meetings:

July 7-8, 2016; Concordia University Wisconsin (prior to the LCMS convention being

held in Milwaukee)

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

2016 Int’l LLL Convention

January 20, 2017; St. Louis MO; online

April 20-22, 2017; St. Louis MO

July 20-22, 2017; St. Louis MO

October 19-21, 2017; St. Louis MO

January 19, 2018; St. Louis MO; online

April 19-21, 2018; St. Louis MO

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

33 Schwabe offered the closing prayer.

Motion 2015/16-54 Motion was made to adjourn the meeting.

Motion was seconded and carried by a standing vote.

34 Meeting adjourned at 10:45 a.m.

35 On May 10, 2016, CEO Kurt Buchholz sent the following email to all Board members:

We are being required by the title company handling the sale of the Camp Cedarbrook

property in Indiana to provide board action authorizing myself and Larry Prichard to

execute the sale. Jim Dankenbring, our corporate counsel, has assured us that we can

accomplish this without calling a meeting. We are finalizing the resolution now and

Kimberly Millan will be emailing it to each of you later today. This only works if the vote is

unanimous so if you have any concerns please do not hesitate to call me.

Board members were instructed to read and understand the resolution; if the Board member

approved, they were to date and sign the document above their name. The document was

then scanned and emailed back to Kimberly Millan before May 12.

Respectfully submitted by,

Janice Wendorf, Secretary

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MOTION OF BOARD – POWER OF ATTORNEY APPOINTMENT AUTHORITY

WHEREAS, THE FOREIGN OFFICES OF THE INTERNATIONAL LUTHERAN LAYMEN’S LEAGUE/LUTHERAN HOUR MINISTRIES REQUIRE GRANTS OF AUTHORITY TO CONDUCT THE BUSINESS OF THE LEAGUE AT SUCH LOCATIONS; AND

WHEREAS, THIS AUTHORITY HAS HISTORICALLY BEEN GRANTED ON AN AS-NEEDED BASIS THROUGH THE USE OF POWERS OF ATTORNEY AUTHORIZED BY THE BOARD OF DIRECTORS; AND

WHEREAS, THE BOARD OF DIRECTORS DESIRES TO DELEGATE AUTHORITY TO ISSUE AND SIGN POWERS OF ATTORNEY FOR CERTAIN ROUTINE BUSINESS MATTERS AT SUCH LOCATIONS TO CERTAIN AGENTS OF THE INTERNATIONAL LUTHERAN LAYMEN’S LEAGUE/LUTHERAN HOUR MINISTRIES.

NOW, THEREFORE, BE IT RESOLVED, THAT ANY TWO OF THE FOLLOWING INDIVIDUALS:

KURT S. BUCHHOLZ DOUGLAS L.

RUTT JEROME A. DEBEIR

ACTING JOINTLY HEREUNDER MAY ISSUE AND SIGN POWERS OF ATTORNEY APPOINTING AND AUTHORIZING INDIVIDUALS TO ACT ON BEHALF OF THE INTERNATIONAL LUTHERAN LAYMEN’S LEAGUE/LUTHERAN HOUR MINISTRIES AT SUCH FOREIGN MINISTRY CENTERS FOR CERTAIN MATTERS AS MORE FULLY EXPLAINED HEREIN, AND FURTHER BE IT

RESOLVED THAT THE BUSINESS MATTERS FOR WHICH SAID AGENTS MAY DELEGATE AUTHORITY TO ACT ON BEHALF OF THE INTERNATIONAL LUTHERAN LAYMEN’S LEAGUE/LUTHERAN HOUR MINISTRIES SHALL INCLUDE, BUT NOT BE LIMITED TO THE FOLLOWING:

1. THE PURCHASE OR SALE OF REAL ESTATE OR PERSONAL PROPERTY

2. THE OPENING OR CLOSING OF ANY BANK ACCOUNT; AND 3. THE ENTERING INTO OF ANY CONTRACT NECESSARY TO THE

OPERATION OF THE FOREIGN OFFICE AND FINALLY, BE IT RESOLVED, THAT ANY POWER OF ATTORNEY GRANTED BY SUCH INDIVIDUALS TO ANY OVERSEAS OFFICE BE OF A DURATION OF NOT MORE THAN TWO (2) YEARS.

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minutes board of directors meeting international lutheran ... · bod 20 2015/2016 minutes board of...

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