Vellore Christian Medical College Foundation, Inc. Board Meeting

Wednesday, January 14, 2015, 4:00 pm,

Conference Call

MINUTES

Members Staff Ward, Honorine (Chair) Guenther, Kate (President) Varughese, George (Vice Chair) McNair, Stormy (Office Administrator) Finkel, Madelon (Secretary) Beardsley-Hardy, Lisa Bharucha, Jamshed Ganguli, Rohan Johnson, Albert Mathew, Ranjit Mishra, Bibhuti Narayan, Raj Ninan, Philip Philips, Thomas Reines, H. David Steinhoff, Mark Wanke, Chris CALL TO ORDER On January 14, 2015 the Chair, Dr. Honorine Ward, called the meeting to order at 4:04pm. APPOINT RECORDER Ms. Stormy McNair was appointed recorder. Ms. Kate Guenther called the roll. MINUTES OF NOVEMBER 12, 2014 Dr. Ward asked for a motion to approve the minutes of November 12, 2014. Ms. Guenther stated that the minutes the Board received inadvertently excluded Dr. Philip Ninan’s comments. Dr. Albert Johnson mentioned that he noticed a few spelling errors to be corrected. He will email those corrections to the Foundation to be revised along with the inclusion of Dr. Ninan’s comments. A motion was made and seconded; by unanimous vote of those present the minutes were approved as amended. UPCOMING TRIP TO VELLORE Ms. Guenther will travel to Vellore January 15th with Dr. Ward to follow shortly. They will attend the Council Meeting on Thursday and Friday, January 22 and 23rd. They will also meet with Dr. Sunil Chandy and other members of the Administration as well as heads of various Friends of Vellore from around the world. Ms. Guenther confirmed that there are 7, UK, Germany, Scandinavia, Canada, India and the US, with hope for a Middle East group in the future. TRAUMA CENTER Dr. Bibhuti Mishra asked about plans for the Trauma Center in Vellore and whether Dr. Ward and Ms. Guenther will have a meeting centered on that topic. Dr. Ward stated that there was supposed to be a meeting in February on the Trauma Center, unless there has been a change in plans. Dr. David Reines will visit Vellore to assist in planning for a Trauma Center for CMC.

Vellore CMC Foundation, Inc. January 12, 2015 2 | P a g e Dr. Raj Narayan offered to give a brief update on his recent trip to India and the meetings around the crisis of traumatic head injuries occurring in India. First, the American Association of Physicians from India (AAPI) and Medtronic-sponsored meeting, from December 26-28th in New Delhi was attended mostly by Neuro Surgeons, 1 Trauma Physician, some specializing in Rehab and provided 2 days of discussions. A second meeting, the Global Healthcare Summit held in Mumbai, January 2-4th, was attended by the Indian Minister of Health and Family Welfare and Bollywood superstar Amitabh Bachchan (also known as the “John Wayne of Indian cinema”); Mr. Bachchan lent his name and support to raising awareness of prevention of head injuries. Within a day or two of the meeting, there were Ministers of Health from three States who would like to have Trauma Centers developed in their States. Dr. Mathew Joseph, from CMC, was supposed to be present during the meeting. CMC is very involved in the effort and has made careful steps to make sure that the project isn’t portrayed as an American effort but as an Indian effort with some from the US serving as catalysts. Dr. Albert Johnson noted that CMC alumnus and Foundation Board member Dr. Balasubramanian has also been active in creating a system of trauma centers in India. ANNUAL MEETING Dr. Ward reported that a possible conflict on May 1 has led to a poll of Board members as to their availability on the surrounding weekends of April 24 or May 8. Stormy will follow up. Dr. Ward also mentioned that she would like Dr. Sunil Chandy to attend the meeting. Although it may be unlikely that he will be able to come to the meeting; hopefully someone can attend from the Directorate. Dr. Narayan mentioned that one other thought would be to hold the meeting close to June 18th-21st when the GOTC will be held in Stanford, CT; this might be a time when Dr. Chandy may be able to come. Dr. Ward stated that we could look into that option. TREASURER’s REPORT Dr. Ward suggested that the Treasurer’s Report be postponed to the next meeting as Mr. Prasad Palla was unable to be present on the call. In the meantime everyone has the documents which can be reviewed and if there are questions Mr. Palla or Ms. Guenther can be asked about these prior to the next meeting. PRESIDENT’S REPORT Ms. Guenther started by thanking everyone for their tremendous efforts at the end of the year. The Foundation really bounced back in the last few days of the year to wind up with about $80,000 over budget and over the $400,000 goal for the Assisted Living Facility. A special thanks to Dr. Albert Johnson who brought an enormous amount of passion to fundraising for the new building. There was a great out pouring of support. On the last day of the year, the Scudder Association committed a collective donation of $200,000 to name the building. So it will be named the Ida B. Scudder Residence, or something along those lines. Kate spoke with the Brand Family about naming the New Life Campus after Drs. Paul and Margaret Brand, and they loved the idea. During the coming trip to Vellore, both Ms. Guenther and Dr. Ward will meet with Dr. Chandy to review the preliminary steps regarding logistics and the next steps of fundraising. Ms. Guenther also mentioned that the Foundation is gathering figures for the next transfer of funds to Vellore, expected before she departs to Vellore. The approximate amount will be $200,000. She noted that she is very pleased to have been able to reach, with Dr. Johnson’s help and Dr. Ward’s leadership, a new level of support for the Foundation. She commented that this is how a sustainable fundraising plan takes root; we will not go back to old levels – there are many untapped resources, including hundreds of alumni, who at present remain poorly represented in the donor list. Dr. Mishra asked that Ms. Guenther follow up on interest in the Vascular Suite while in Vellore. There are prospective donors of equipment in Germany and in Japan. Dr. David Reines offered to work with Dr. Mishra to access the President of Siemens with whom he has a personal relationship.

Vellore CMC Foundation, Inc. January 12, 2015 3 | P a g e Ms. Guenther shared that Dr. Tom Philips and Finance Committee member Ms. Aparna Muralidharan are Co-Chairs of the Audit Committee. Mr. George Varughese suggested that there be a special Board call to approve the Committee’s recommendation rather than waiting for the scheduled March meeting to finalize an appointment. Ms. Guenther will send out a detailed analysis of donors in 2014, including Alumni, New Donors, New Alumni etc. which responds to the strategy of tapping into new people. Dr. Ward asked for clarity on Restricted and Non-Restricted funds for 2014. Ms. Guenther mentioned that is in the report. Ms. Guenther mentioned that Dr. Anita Raja from Cooper Union, will be travelling to Vellore. Dr. Jamshed Bharucha added that Dr. Anita Raja, New Associate Dean of Bioengineering, who was born as CMC, will travel to CMC to represent the Engineering Department at Cooper Union.

FOUNDATION FUTURE Dr. Ward shared the Board’s encouragement of the 2014 fund raising results. Although she did not want to dampen the enthusiasm, she stated that the Board needed to return to the discussion on the future of the Foundation. At the last meeting there were many points made. She drafted an overview to key points and emailed it to all members. There are three things she would like to discuss:

1. The relationship between CMC and the Foundation:

The duality of the two institutions continues to be a concern; there is a feeling among some members that there needs to be an alignment or integration between CMC and the Foundation. There is an additional view that we may not want to be integrated with CMC; everything we do is for CMC but do we not want to remain an independent organization? Dr. Ward asked Mr. Varughese and Dr. Ninan to address these two views:

Mr. Varughese shared that this has come up often over the last 20 years he has served on the Board. He feels strongly that although everything we do is for Vellore, the duality hurts us more than it helps us. He agrees that Vellore needs a US presence and all of the other Friends of Vellore should continue to exist. We should move along the path, in gradual steps, of getting someone from Vellore to be on our Board. The point is that when Ms. Guenther represents us to raise money the Foundation is looked at as being part of CMC Vellore, but we are not, and that can pose problems among donors.

Dr. Ninan commented that there are legal reasons why CMC can’t have an official presence outside of India. It is clear that Foundation Board members may have priorities that differ from those of the CMC Administration. CMC has evolving priorities depending on the views of the Director. In addition, department heads do not always share the views of the Directorate regarding institutional priorities. Ultimately, what the Foundation focuses on may not align with the wishes of CMC. He agrees that a representative from the Directorate should be brought to the Board, but we must not relinquish our independence. The Board should not be in the position to look for approval from CMC.

Dr. Jamshed Bharucha asserted that whatever mechanisms are used to accomplish our structural goals, strategic and philosophical oneness is essential. Dr. Ranjit Mathew elaborated on this view, saying that the Foundation should support the Directorate regardless of its vision. We should trust the governance process and the leadership elected by the Council as a result of that governance.

Dr. Albert Johnson made the distinction between aligning ourselves with the Directorate vs. the Council, as the Council is not invested in the same long-term institutional vision as the Directorate.

Vellore CMC Foundation, Inc. January 12, 2015 4 | P a g e

Dr. Ninan feels that we are already fundamentally aligned with CMC; he recalled Dr. P Zachariah’s emphasis on the intangible benefits of outside supporters. This benefit might include using our distance to be more objective in charting funding priorities.

Ms. Guenther added that in the healthcare field in this country there are many hospitals that have silent foundations that legally protect assets from litigation, but that are never mentioned as separate entities to the public. Dr. Ward stated that both she and Ms. Guenther will talk with Sunil about electing someone from CMC to serve on the Foundation Board. Ms. Guenther added that we need someone with influence on the Council’s thinking.

2. The Foundation’s fiscal model:

Historically 5% of the investment’s market value (averaged over 3 years) is the Foundation’s primary source of operating revenue, supplemented by unrestricted donations from individuals. This year we raised a lot of money, much more than expected, but most of that is restricted. We have done away with the 10% administrative fee leaving an estimated $200,000 of unrestricted funds to close the budget gap. In 2014 $269,000 was available from the investment earnings. We need to talk about sustainability. Ms. Guenther added that we have not been using designated investment earnings as we should have; for example the Senior Training Fellowships are theoretically funded by restricted funds in the Endowment, but we have paid these from our administrative allowance.

Dr. Raj Narayan shared that if we use the 5% on our $4 million endowment (unrestricted) gives us $200,000 per year. If we make it a policy that all donations will have a 10-20% administrative fee, along with fundraising we would be in a better state to balance the budget. He also feels that the expenses should be cut further. He stated we don’t need a staff of 3 full-time plus 3 part-time employees. Either we substantially increase funding which does not happen overnight or we cut expenses. Other than that this conversation will continued another 20 years.

Dr. Madelon Finkel shared that when you write a grant you are given the percent of what can be directed to indirect cost. Ms. Guenther reminded that in the case of the Foundation, some grants offer 6% or some may offer zero. Dr. Finkel shared that cutting the budget by small increments will not make a difference. We should review our fixed costs--auditors, insurance, etc. as we did with the review of healthcare costs. The Finance Committee should take a look at this. The staff functions should be assessed and then confirm if 3 full time/2 part time staff is needed. She further suggested that we might ask an independent consultant to make an assessment of our management and fiscal structure and make a recommendation.

Ms. Guenther would like to look into new sources of revenue, with the support of Dr. Bharucha on that matter.

Mr. Varughese asked that Board meet in person in March to make a decision one way or another. Honorine mentioned that we had already decided to make a decision during the May meeting which is a face-to-face meeting.

3. Large Scale Fundraising

Dr. David Reines put forward the idea that the President should be given the mandate to think much more broadly about fund raising with bigger long term objectives (i.e. move beyond the current norms of the Foundation). He purposes an approach that would make alumni only a part of the focus.

Dr. Mark Steinhoff strongly agreed that we need to move away from the alumni and toward the larger group of people interested in our global health and research mission.

Vellore CMC Foundation, Inc. January 12, 2015 5 | P a g e Dr. Ninan made a proposal that Dr. David Reines, Dr. Mark Steinhoff and Mr. Bill Scudder form a committee to steer larger scale fundraising efforts. The President should be supported and given time to realize success. Timing, resources needed and goals should be set by this Committee. Dr. Lisa Beardsley-Hardy agreed with this idea.

Dr. Raj Narayan stressed that this effort is to establish a baseline; not to restrict growth. Dr. Ward stated that we need Dr. Chandy’s buy-in in this decision; Raj stated his belief that the Directorate should be made aware of our approach, not asked for approval.

RESEARCH

Dr. Philip Ninan, Chair of the Research Committee, stated that his report based on Committee members’ input, has been sent to Vellore. He also noted that the Finance Committee will take up the disbursement of available research monies in the endowment at a meeting in the near future.

ADJOURN: Meeting was adjourned at 6:01pm.

Dr. Madelon Finkel, Secretary

Ms. Stormy McNair, Recorder

Vellore Christian Medical College Foundation, Inc. Board Meeting

Wednesday, March 11, 2015, 4:00 pm,

Conference Call

MINUTES

Members Staff Ward, Honorine (Chair) Guenther, Kate (President) Varughese, George (Vice Chair) McNair, Stormy (Office Administrator) Palla, Prasad (Treasurer) Finkel, Madelon (Secretary) Beardsley-Hardy, Lisa Bharucha, Jamshed Ganguli, Rohan Hawkins, Meredith Johnson, Albert Kumar, Margaret Mathew, Ranjit Narayan, Raj Ninan, Philip Philips, Thomas Reines, H. David Scudder, William Steinhoff, Mark Wanke, Chris CALL TO ORDER On March 11, 2015 the Chair, Dr. Honorine Ward, called the meeting to order at 4:08pm. APPOINT RECORDER Ms. Stormy McNair was appointed recorder and called the roll. TRIP TO VELLORE Dr. Ward gave highlights of her trip to Vellore. She and Kate Guenther attended the January Council meeting; major topics were the new Kannigapuram campus, the Chittoor campus, the possibility of raising the mandatory retirement age at CMC, and various administrative matters. The most significant part of the visit was Dr. Ward and Ms. Guenther’s meeting with Dr. Sunil Chandy. Reaffirming the importance of the Foundation-CMC relationship, Dr. Chandy agreed to name the Associate Director for Administration (currently Dr. Anil Kuruvilla) as an ex officio member of the Foundation Board of Directors. Dr. Kuruvilla is Dr. Chandy’s next-in-command. Both Dr. Chandy and Dr. Kuruvila will be present at our Annual Board Meeting in May. This is positive news and has helped guide plans for the the Foundation’s future. ANNUAL MEETING Dr. Ward stated that the Annual Meeting will be held on Friday, May 1st; from 9am to 3pm. Dr. Chandy will be the Chief Guest and will speak during lunch. There will be dinner for Board Members following the meeting (at 6pm) at a location TBA. As part of the Board’s cost-saving measures, Dr. Ward requested that Board Members pay their own travel expenses; receipts for these expenses will be offered for tax deductions. The Foundation is reserving rooms at the Aloft Hotel, which is about a mile from the Foundation. The Foundation will update Members on logistics and rates.

Vellore CMC Foundation, Inc. March, 11, 2015 2 | P a g e The next Board Meeting with be Monday, April 13th at 5pm. During that conference call, the Board will discuss finances and the recommendation emailed to all Board Members. Dr. Ward asked that comments be made to her so that they may be added to the resolution or that other resolutions be proposed. PRESIDENT’S REPORT Ms. Guenther again thanked the Board for its support in 2014. Without accounting for any pledges, we came within 5% of our goal. We are looking ahead in 2015, to focus on the Foundation’s mission; place CMC in front of some of the larger funders that we have relationships with. We have a number of people on the Board who are interested in forming a Development Committee which will focus on major gifts. Ms. Guenther is pleased to report that the Foundation is already at 100% of last year, largely due to monthly gifts which have significantly helped with cash flow during quieter months and helped avoid withdrawals from the investment account. Ms. Guenther referenced the report sent prior to the meeting -- a top-line analysis of the donors and where 2014 gifts came from. She would like to spend more time with the Development Committee and anyone else who is interested, and discuss our donor profiles and where we need to place our emphasis for maximum effectiveness in 2015. As part of budget reduction efforts, the Foundation staff has been reduced by one full-time position; we will be focusing on productivity, keeping ourselves in front of our regular donors, and spending time with prospective donors talking about the Kannigapuram Campus. A major proposal for ASHA is being prepared: $2milion for an E-Learning /Telemedicine hub on the Chittoor Campus. Dr. Ninan asked why this project was being planned for the Chittoor campus rather than the main hospital or Kannigapuram Campus. Ms. Guenther responded that Chittoor provides ample space and growth opportunity with hundreds of acres and some infrastructure already in place. There are components of an excellent program already in operation (i.e. distance learning, the TUSK partnership with Tufts and other E-Learning projects in different departments); these make up a decentralized but fast growing network educational and clinical tools that will be brought together and streamlined in the new project. Dr. Ward added that there is no room on the Main Campus. MINUTES OF JANUARY 12, 2015 Dr. Ward asked for a motion to approve the minutes of January 12, 2015. Ms. Guenther amended the minutes as follows: the Foundation met the goal for the Retirement Facility (it did not exceed the goal as stated at the last meeting). A motion was made and seconded; by unanimous vote of those present the minutes were approved as amended. TREASURER’S REPORT Mr. Palla reiterated that we will not discuss the balance sheet or profit and loss sheet for 2014 until the audit is complete. The Audit Committee selected the firm of Marks Paneth to conduct the 2014 audit; the full Board approved this selection via email on Monday March 2. They will be in the office starting March 30th to conduct their field work; we expect a draft in mid-April. Every effort will be made to have something ready a few days before the April 13th meeting so that members will have a chance to review the audit and ask questions prior to the Annual Meeting in May. Mr. Palla asked Ms. Guenther to present the 2015 operating budget for approval by the Board. This budget had already been presented to the Finance Committee which recommended its approval to the Board. Ms. Guenther began by saying that the goal for this budget was to reduce overall fixed costs while reserving adequate funds to meet the 2015 goals. The decision to eliminate a full time position was difficult but necessary; the Marketing Coordinator position will officially be eliminated in May meaning that full realization of the savings will be in 2016. In 2014 the Board voted to reduce the pension benefit which brought fringe costs down, making total personnel $307,000 (vs $396,000 in ‘14). This is for full-time payroll employees, not contractors. Our fixed costs remain very good. The office space is consistent and reasonable. We reviewed our Liability and Health Insurance(s) and have

Vellore CMC Foundation, Inc. March, 11, 2015 3 | P a g e decided that we are at good levels. We have also made significant cut to the discretionary funds with regard to meeting and travel. The biggest policy change is to begin asking Board and Corporation members to cover their own costs when attending the Annual Meeting. In the past, there have been two face-to-face meetings per year and the policy has been very generous to reimburse attendees for their travel and lodging. The budget also benefits from the fact that two annual events are being held locally in 2015 (GOTC in Stamford and Scudder Association on Long Island). Fund raising costs will remain flat with year-end actuals. Ms. Guenther commented that our donors are not yet in the practice of giving online, meaning that printed pieces remain an important part of our plan. We are working on strategies to change that, but as it stands it’s too high risk to make a big switch at once. Lastly, Ms. Guenther pointed out the donor cultivation budget line. We have a decent amount of money for the Scudder Oration, (which will be discussed later in the agenda). The Oration has become an important part of our portfolio as far as donor cultivation events. We have some money in the last section of cultivation for Sunil Chandy’s visit. Also note that the new Dean of Nursing, Dr. Selva Titus Chacko, will be coming to the US in May, and we will be supporting some of her trip and setting up events for her during her stay. With the important points stated, the total proposed operating budget is $507,000. Last year, we came in within %5 of our reduced goal and we anticipate that we will be able to meet this goal with a small margin of error by the end of this year. Dr. Finkel mentioned that she had a few questions. She first congratulated Ms. Guenther on making a heroic effort paring down costs. Dr. Finkel stated that from a psychological perspective, she feels it would be better if the budget could be brought under $500,000 and she saw ways to easily achieve that. Dr. Finkel pointed out the $12,000 line for part time assistant (which was 7,500 in 2014) and the $3,000 line for small office supplies which she feels is excessive. She asked about lodging budgeted at $2250 (would that be for visitors from Vellore?), and about where the ASHA meeting is held? Ms. Guenther responded stating that the entry for lodging is for Drs. Chandy and Kuruvila during their stay and for Dr. Titus Chacko if we are unable to find a home for her to stay in. The ASHA Conference is in Washington, DC; Jonathan Paul will attend from Vellore and we will support his lodging and meals while he is in the US. Dr. Finkel inquired about the trip to Margaret Brand’s funeral. Ms. Guenther stated that the funeral was in January and she was able to use a flight credit toward the airfare. She also met with donors while she was there and was able to accomplish quite a bit during that trip. Dr. Finkel also asked how $5600 is justified for subscriptions and members. Ms. Guenther mentioned that it includes our database, which is $2600 a year. We have a membership with The Foundation Center, which is very important to our donor research and a resource this year for our donor contact information, and that is $1300 annually. Dr. Finkel asked about the $4000 increase in mail house services. Ms. Guenther confirmed that the mail house service is above and beyond just postage. They actually have people who stuff the envelopes, take them to the post office, and so on. It is the system of going from a printed product to a mailed product. Dr. Finkel reiterated that we used to pay $1000 for this service and now it is $5000 which is seemingly a lot of money. Ms. Guenther said that last year the actuals show that it was $5146 and she left it the same in order to have the flexibility of not having to cut back on mailings this year. We are really trying to jump on communication with donors early. Ms. Guenther also stated that the increase for the Assistant position is tentative depending on need. We have Deepika Srivastava who comes twice a week, and as we say goodbye to the Communications Manager, we have put in funds for an extra day for Deepika. There are also funds in the budget for maintaining the website. Dr. Finkel stated that she still feels we can get the budget down to less than $500,000, as it would look good to funders in the US. Ms. Guenther stated that she can cut the budget again in a ceremonial way if the Board requests her to do so, yet she doesn’t think it is prudent, given our reduction in staff to bring it down just to do so. She would rather be under-budget at year-end than cut down and exceed our planned numbers. Dr. Reines asked who is going to see the budget besides the Board. Ms. Guenther stated that she is unsure if we have to send it to ASHA, and any large funder would want to see our operating budget, or more than likely CMC’s operating budget as the funding we look at is not for us, it’s for CMC. Dr. Johnson asked if we are responsible for the airfare for the Dean of Nursing’s US trip. Ms. Guenther confirmed no, we pick up the cost as soon as she arrives in the US. Dr. Johnson also asked if two trips to India are necessary. Ms. Guenther said that she thought about this a lot, yet the August trip has been when we hold our Oration and January is when the first Council meeting takes place. Mr.

Vellore CMC Foundation, Inc. March, 11, 2015 4 | P a g e Varughese said that he doesn’t feel that we need to micromanage the staff. Ms. Guenther has done a good job in bringing down the budget. He feels we should approve the budget with the notion that Ms. Guenther will be careful and look for other areas to improve costs on an ongoing basis. Mr. Palla seconded the statement, as we are closely monitoring expenses and have done everything possible at this point. A motion was made and seconded to approve the 2015 budget as proposed; by unanimous vote of those present the budget was passed. Mr. Palla stated that the Finance Committee is working on trying to simplify the budget on an ongoing basis for the Board. ORATION Dr. Finkel said that since Abraham Varghese hasn’t expressed interest as of yet, we will be looking at three other people for the Oration. PAC Dr. Johnson stated that we had about 5 committee members who reached out to about 65% of the total list of Alumni we have. We have received about $275,000 from Alumni which include pledges, with $250,000 actually received from August to December. If we start earlier we would have a better response. RESEARCH Dr. Ninan shared that the Research Committee sent a letter to Sr. Administrators at CMC arguing for the value for Research Clinical Care and Education at CMC. We are now in the process of working with Dr. Nihal Thomas and gathering a strategic plan for guiding how we would spend the money designated for Research in the Endowment’s earning account. That process has been initiated and the Board will be updated. Dr. Ninan enquired about whether the Board could approve use of the funds previously designated for research chairs for general research purposes. Mr. Palla stated that this could be done at the annual meeting in May. PERSONNEL Dr. Finkel shared that both she and Dr. Ward met personally with Ms. Guenther for her evaluation and it went well. Ms. Guenther stated that she will complete Stormy McNair’s review when she comes upon her year anniversary in April. NOMINATING Dr. Ward shared that she has appointed Dr. Chris Wanke the new Nominating Committee Chair. ADJOURN: Meeting was adjourned at 4:56pm.

Dr. Madelon Finkel, Secretary

Ms. Stormy McNair, Recorder

Vellore Christian Medical College Foundation, Inc. Special Meeting of the Board of Directors

Monday, April 13, 2015, 5:00 pm

Conference Call

MINUTES

Members Staff Ward, Honorine (Chair) Guenther, Kate (President) Varughese, George (Vice Chair) McNair, Stormy (Office Administrator) Palla, Prasad (Treasurer) Finkel, Madelon (Secretary) Beardsley-Hardy, Lisa Hawkins, Meredith Kumar, Margaret Mathew, Ranjit Ninan, Philip Philips, Thomas Reines, H. David Scudder, William Steinhoff, Mark Wanke, Chris CALL TO ORDER On April 13, 2015 the Chair, Dr. Honorine Ward, called the meeting to order at 5:01pm. Dr. Ward confirmed a quorum after Ms. Stormy McNair called the roll. APPOINT RECORDER Ms. Stormy McNair was appointed recorder. OPENING REMARKS Dr. Honorine Ward thanked all attendees for their presence during this specially-called meeting of the Board. She reiterated the goal of the meeting: to pass a resolution (attached) on the future structure and function of the Foundation. She noted that the conversation on this topic has been ongoing for approximately one year and that her hope was to take action and move forward with the work of the Foundation. Dr. Margaret Kumar asked if the Corporation would need to be present for a vote/resolution as important as one defining the structure and function of the Foundation. Dr. Kumar noted that this seemed to be at the heart of the Corporation’s function. Dr. Ward stated that this is a resolution by the Board. The Corporation is not involved. During the May meeting, the resolution will be circulated for the Corporation Members and ask for their input. Kate Guenther suggested that the Corporation be brought into the discussion and depending on the outcome of this meeting be asked to affirm the resolution by vote, as recognition of their important role. The Board agreed. APPROVAL OF MARCH 11, 2015 MINUTES Dr. Ward asked for the approval of the minutes of the last Board meeting, March 11, 2015. With no amendments or corrections, a motion was made and seconded, and by unanimous vote of those members present the minutes were approved.

Vellore CMC Foundation, Inc. April 13, 2015 2 | P a g e REVIEW OF TREND ANALYSIS The Treasurer Mr. Prasad Palla led a review of the Foundation’s finances from 2004-2013, with unaudited 2014 figures and estimated 2015 figures included. Mr. Palla mentioned that the Trend Analysis was completed to simplify the numbers and present them in a format that would be easier to understand. Going forward such report will be presented along with the financial report. The report is broken down into four segments:

• all of the income raised from various fundraising efforts; • investment income; • funds sent to Vellore; • balance remaining for operations showing expenses and net balance.

This format was agreed upon by the Finance Committee. All of the numbers included were taken from the Audited Statements Key points of explanation included:

• Row 4: total income = income raised from all sources plus investment income allowed for operating. • Unrestricted funds can be used for any purpose • Temporarily restricted funds can be used for a purpose specified by the donor of those funds • Board designated funds are funds that are able to be used or set aside for purposes decided upon by Board

vote. Future boards can reallocate Board designated funds if they so desire. • Permanently restricted funds cannot be used for any reason. They are part of the permanent endowment

and their earnings are either unrestricted or temporarily restricted as above. • ASHA is a US Federal grant, and temporarily restricted for use designated in grant agreement. • In 2012 we changed from a July 1-June 30th fiscal year to a calendar fiscal year. Therefore one will see a

6-month “stub” period of 6 months (July 1-December 31, 2012) in advance of the 2013 fiscal year starting January 1, 2013.

• Line 15: “investment income for operating” is a number that comes from the audited year-end market value of the investments. The value from the last three periods is averaged, and 5% designated for operating.

• Rows 50 and 51 show the actual investment income of that year. • Row 19 shows funds sent to Vellore. This is broken into two groups, temporarily restricted on line 20 and

unrestricted on line 24. • Line 26 is the total amount available for operating expenses (total income on row 4, minus the amount in

row 19). Permanently restricted amount(s) are not included because they cannot be spent. They go into the permanently restricted funds in the investment account. Before a fiscal year starts the Board approves the operating budget. Line 19 is actual operating dollars spent.

• Row 36 is the net balance, Line 26 minus Line 31. Other notes:

• In the past ASHA grants have been booked as income in the year the Grant Agreement was signed and maintained as a Receivable until funds were received. This meant that the Grant award could be posted several years before the actual grant money was received. On the advice of our new auditor we are posting ASHA grants as Exchange Transactions which means the grant award will be posted in the same year as grants funds are received and sent to Vellore. This change is being made starting in 2013.

• We have decided to hold temporarily restricted funds for the Assisted Living project in the investment account until CMC is ready to start the project. This is listed in 2014 as “funds earmarked for Vellore”. Mr. Palla requested Ms. Guenther to add this amount to the detail report of the trend analysis.

Vellore CMC Foundation, Inc. April 13, 2015 3 | P a g e Mr. Palla pointed out that looking over the course of 10-12 years shows a more positive outcome that might have been thought. Dr. Tom Philips added that looking at the last 10 years is stabilizing and gives a good feel on what the long term perspective is. Kate Guenther shared that it takes ASHA into account and the fact that some funds might have been sent in the following fiscal year, so it really does give a better picture. Dr. Kumar added that because she is ‘financially disadvantaged,’ that this is one of the best spreadsheets she has ever seen. She understands it and would like to say thank you very much to the efforts put in to create it. Dr. Raj Narayan asked that the spreadsheet prepared by Dr. Philip “Teeps” Ninan, analyzing averages of certain benchmark figures be discussed. Dr. Ninan thanked Mr. Palla again for the collective information gathered in the spreadsheet. It gives the Board the information to have a discussion and to be able to respond to critics who might not see the full picture and who might take things out of context and arrive at a negative conclusion. He noted that the raising of $7.2 Million over the past 11 years in material support for CMC is truly remarkable and something to be proud of. In addition the funds in the investment account have not gone down but increased. Dr. Ninan went on to ask, although we have $5.8 million in the endowment (very positive), what can we learn from this analysis about things that leave us open to criticism? Some have said that donations make up only 41% of all income and in many ways it has been the strong market that has made it possible to survive. The reality is that in the US an organization has to be able to have people at the level of Ms. Guenther to be able to fundraise at a certain level.. We all wish we could spend less on our operating expenses; however the Board has taken a very detailed look at this we have supported CMC to the tune of $7.2 million in the past 11 years. That’s the counter point to some criticism. Mr. Palla clarified that we have provided $7.2 million in funds and many other services which Sunil Chandy places a high value on and which do not have an immediate monetary value. These intangibles can’t be quantified. Dr. Narayan shared that the analysis is showing that roughly 50% of donations are used for operating support. If we were to share with donors that 50% of their gifts would be used for local administration, Dr. Narayan believes that donations would drop significantly. Although Dr. Narayan acknowledges all the good points that have been made, he sees the amount of money spent on operating as the critical topic to be addressed – that the Board is allowing an Organization that has gone on for years, to continue to essentially raise money for its own survival and upkeep. SCENARIOS OF FOUNDATION FUTURE Dr. Ward had previously sent out a draft Resolution which was a collective effort of the Executive Committee/Foundation Future Committee and comments from others. She thanked the Board for their comments and noted that she had tried to incorporate suggestions and concerns people had particularly about legal issues impacting our separateness from CMC.

• The first point in the Resolution has made our decisions easier, in that we are more aligned with CMC and that gives us strength to go forward.

• The forming of a Development Committee gives us the opportunity to focus on large scale fundraising. Dr. Ward was very happy to announce that Dr. H. David Reines has agreed to chair the Development Committee and will offer his terrific ideas about fundraising.

• Regarding the Resolution’s point about facilitating CMC faculty and students to the US and vice versa, Dr. Narayan stated that he would like to see quantification of that effort that would come along with financial reports (e.g. how many students went to Vellore, how many Vellore students visited the US, etc.). Ms. Guenther mentioned that she can quantify records going back since she has been with the Foundation. Dr. Reines shared that collecting the data that are reflected on our reports does not necessarily mean that we are taking sole credit for outcomes. This kind of information can be vital to give prospective funders an idea of where their money might go. Dr. Reines noted that he sits on the Board of the Foundation of the University

Vellore CMC Foundation, Inc. April 13, 2015 4 | P a g e

of Vermont; they have been attracting interests of people who are not grads of the school. As a new Member of the Board he believes that prospective funders are likely to gain interest by learning about some of the fabulous things that CMC does. Dr. Reines will be travelling to CMC next week along with Board member Dr. Bibhuti Mishra.

After full discussion, Dr. Ward asked for a motion to accept the Resolution as drafted. A motion was made and seconded, and by unanimous vote of those present the Resolution passed. Dr. Ward thanked all present and assured that Dr. Chandy would receive the Resolution and news of its passing by the Board.

ADJOURN: Meeting was adjourned at 6:06pm.

Dr. Madelon Finkel, Secretary

Ms. Stormy McNair, Recorder

RESOLUTION

As the Officers and Board of Directors of the Vellore CMC Foundation (VCMCF), I propose that we:

1) Integrate the VCMCF more closely with CMC by

a. having a permanent representative of the CMC directorate on our Board of Directors. The current CMC Director Dr. Sunil Chandy has designated the Associate Director for Administration (currently Dr. Anil Kuruvilla) to be this representative. Our objective is to align with and integrate CMC in our policies and governance as much as the rules and regulations allow such that we can serve as the “face” of CMC in the USA.

2) Continue our “friend-raising” activities including (but not limited to):

a. facilitating ASHA grants

b. facilitating visits of CMC faculty and trainees to the US

c. facilitating visits of US students, physicians, researchers to CMC

d. supporting junior and senior training fellowships

e. supporting administration of clinical and translational research at CMC

f. honoring Ida S. Scudder through the annual Ida S. Scudder humanitarian oration

g. strengthening alumni relations with the VCMCF

Vellore CMC Foundation, Inc. April 13, 2015 5 | P a g e h. serving as a conduit for tax-deductible donations to CMC from alumni, churches, other well-wishers.

3) Ensure fiscal responsibility and transparency by:

a. keeping our expenses as low as possible without jeopardizing our essential functions

b. establishing clear financial policies for how we meet our expenses including i) the percentage of donations received that can be used for expenses and applying this percentage equally to restricted and unrestricted donations ii) the percentage of the restricted and unrestricted endowments that can be used towards expenses in the US and at CMC, with CMC’s approval.

c. ensuring that donors are made aware of these policies in a manner that does not discourage or jeopardize future donations

d. striving to reduce the amount of donor and endowment funds that are used for expenses by increasing fundraising

4) Explore the possibility of “large-scale” fundraising by forming a development committee to

a. investigate and advise on fundraising targeted at high net worth individuals (including Indian Americans), Indian churches in the US, Foundations, Associations and Corporations etc

b. identify representatives of these individuals or organizations who would be willing to serve on the VCMCF Board.

c. Estimate initial costs and timelines associated with this endeavor.

d. Work with the current philanthropic advisory committee (PAC) to raise funds from alumni for specific projects at CMC which resonate with the alumni

5) Evaluate where we stand at the end of two years (2017).

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Vellore Christian Medical College Foundation, Inc. Board of Directors Meeting

Friday, May 1, 2015 2-4pm 475 Riverside Dr., New York NY, Church World Service Office #700

MINUTES

Members Staff Ward, Dr. Honorine (Chair) Guenther, Kate (President) Varughese, George (Vice Chair) Gabriel, Janisha Palla, Prasad (Treasurer) McNair, Stormy Finkel, Dr. Madelon (Secretary) Srivastava, Deepika Hawkins, Dr. Meredith John, Dr. Sajiv Guest: Johnson, Dr. Albert Chandy, Dr. Sunil Kumar, Dr. Margaret Kamalini Kumar, Surendra Kuruvilla, Dr. Anil Mathai, Anish (Honorary Director) Mathew, Dr. Ranjit Mishra, Dr. Bibhuti Muralidharan, Aparna Narayan, Dr. Raj Ninan, Dr. Philip Philips, Dr. Thomas Reines, Dr. H. David (via phone) Scudder, William Scudder-Youth, Edwina (Honorary Director) Wanke, Dr. Christine

CALL TO ORDER The Chair, Dr. Honorine Ward, called the meeting to order at 2:31pm. APPOINTED RECORDER Stormy McNair was appointed recorder.

APPROVE MINUTES OF APRIL 13, 2015 SPECIAL BOARD MEETING The minutes were reviewed; there being no corrections, the Committee VOTED: to approve the minutes of April 13, 2015 as presented. NOMINATING COMMITTEE REPORT

In the brief absence of Committee Chair Dr. Chris Wanke, Ms. Kate Guenther read the slate of officers nominated (the Treasurer’s term was not up for renewal):

Vellore CMC Foundation Officers 2015-2017 Dr. Honorine Ward Chair 2nd Term

George Varughese Vice Chair 2nd Term Dr. Madelon Finkel Secretary 4th Term

Dr. Margaret Kumar Member-at-Large 2nd Term VOTED: The Board unanimously approved the continuation of service of the above named Officers of the Board.

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DISCUSSION OF FOUNDATION FINANCES Mr. Palla shared that one of the things the Finance and Executive Committees have done recently is to look into ways to simplify presentation of the financials. They are now on a worksheet showing 2004-2013 (all numbers from audit reports), with unaudited numbers for 2014 and budgeted numbers for 2015. Board Members shared their appreciation for the report showing the trend of the Foundation’s finances as it makes the pertinent facts much easier to understand and in turn easier to communicate to prospective supporters. Dr. Philip commented that the Foundation is a very lean organization with a need for more revenue, not a need for further cost reductions. Dr. Narayan replied to the comments saying that we have many supporters or former supporters who do not recognize the sum-total of the Foundation’s work – how do we answer our critics?. Ms. Guenther pointed out that some of the revenue we are seeking will never show up on the Foundation’s income statements; the ASHA grants for example are not going to show up as income in the way they have previously. The effect of this is that the Foundation’s audited statements (visible to donors and rating agencies) will not show improved efficiency in a standard presentation. We need to work toward better communication of all of our work in as concrete ways as possible. Further, she commented that such quantifying efforts must assess collaborative work at “full value” – because the success of many initiatives is the result of many people. Dr. Ranjit Mathew raised the question of quantifying support activities. Further discussion revolved around measuring “Friend Raising” and other advocacy efforts on CMC’s behalf. Dr. Mishra, Rev. Kovoor and others reasserted the need for all of the Foundation’s activities be tied to CMC’s strategic objectives. Dr. Chandy expressed his genuine appreciation for the many uncompensated efforts of the Foundation that are important to the success of CMC. Dr. Ward and Mr. Palla closed the discussion by summarizing that we have a great deal of work remaining. With a new auditor we have improved. Legal opinion will be sought to validate the Foundation’s interpretation of unrestricted and Board designated funds. In addition, Kate will be working with the auditors to create a model for allocation of overhead expenses. In the meantime, the auditors accepted our 2014 allocation of 26%; this falls within Charity Navigator’s threshold of 30%. At the recommendation of the audit firm, the Finance Committee recommended Board approval of the following resolution to conform with NY State requirements with regards to drawing investment earnings:

The Board of Directors of the Vellore Christian Medical College Foundation, Inc. hereby affirms the continuing practice of using available funds from Investment Earnings to offset the Foundation’s operating costs. The formula for allocation of these funds has been amended to reflect requirements of the New York Prudent Management of Institutional Funds Act (NYPMIFA) of 2010:

• 5-year average market value of investments recorded on the final day of the fiscal year (currently December 31), or the nearest business day prior to the end of the fiscal year,

• multiplied by 5%. These funds are available as Board designated funds and may be subject to further Board action depending on market and/or other conditions affecting the Foundation’s financial status.

VOTED: Board members voted unanimously to adopt the Resolution.

Mr. Bill Scudder left the meeting.

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Dr. Ward asked Ms. Guenther to present the requested re-designation of funds raised for Typhoon Haiyan. In 2013, approximately $6,000 was raised and sent to CMC for their effort to assist victims of Typhoon Haiyan in the Philippines. These funds were not disbursed because CMC’s volunteers were not needed when they were available to travel to the affected area. In order to best serve CMC’s role in times of need, Ms. Guenther proposed that the $6,000 previously restricted to Typhoon Haiyan victim assistance be re-designated to general Disaster Relief to give CMC maximum flexibility in emergencies.

VOTED: Board members voted unanimously to re-designate funds for general Disaster Relief. COMMITTEE REPORTS PROGRAM COMMITTEE Dr. Raj Narayan reported highlights of the Program Committee’s work in the past year:

• Although the Ida Scudder Humanitarian Oration has its own committee, it falls under the overall scope of the Program Committee as a sub-committee. They have been working on choosing speakers which has been going well (see Committee report below).

• The Senior Training Fellowships, long a valued funding program of the Foundation, needs to be administered much more carefully, maintaining awareness of current Fellows in the US, receiving reports on projects completed, spending reports, etc.

• A $2 million request to ASHA was submitted for a major expansion of Distance Learning • Cognitio, the annual Research Symposium for students is supported by the Foundation. In 2014 Dr. Eric

Simoes of Colorado was Chief Guest; 2015 speaker has not been selected yet. • Many collaborations between Foundation Board member/researchers and CMC have brought exciting

research partnerships together, many of which the Foundation supports/publicizes: o Dr. Madelon Finkel at Weill Cornell is working with RUHSA (Dr. Rita Isaac) on Cervical Cancer

screening and treatment. A recent new funding from the British Council will support a new mobile phone educational program for oral and cervical cancer with Dr. Isaac, as well as a Distance Learning Master’s Degree in Family Medicine with Dr. Jachin Velavan

o Dr. Meredith Hawkins at Albert Einstein is partnering with Dr. Nihal Thomas on diabetes research o Dr. Chris Wanke and Dr. Honorine Ward from Tufts are working closely with Drs. Gagandeep

Kang and Rita Isaac on NIH projects on diarrheal illness and HIV o Dr. Honorine Ward and Dr. Chris Wanke are also working with the Dept. of Bioethics on

development of a Bioethics curriculum for medical students at CMC o Dr. Jamshed Bharucha is supporting possible clinical/research collaborations between CMC and

the Engineering School at The Cooper Union (in bioengineering) o Dr. Mani Mani sponsors many ongoing fellowships and exchanges between the University of

Kansas and CMC Upcoming areas of interest include:

• working with the Scudder Association to celebrate the 200th anniversary of the first medical mission to India by Dr. John Scudder (2019)

• working with CMC on the 100th anniversary of medical education at CMC (2018) • Dr. H. David Reines’ recent trip to Vellore to help formulate a plan for major giving • Visit from Dr. Selva Titus Chacko (current)

PHILANTHROPIC ADVISORY COMMITTEE (PAC) Dr. Albert Johnson, Committee Chair, shared that the PAC is going to be incorporated into the new Development Committee, with the distinction of focusing on alumni giving. By June, he is going to start the next wave of fundraising. He hopes also to inspire gifts in Indian rupees from alumni who have funds in India. He will comprise

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a list of email addresses for all alumni and send a letter. He will reiterate some of the transparency points that were presented during today’s meeting. Dr. Johnson commented that alumni seem to respond better to one project at a time rather than a vague ask of “just help.” It was agreed that architectural plans would help greatly with the second wave of fund raising for the Assisted Living facility. Dr. Chandy agreed that he will work with a local architect to have plans by the GOTC meeting in June. RESEARCH COMMITTEE Dr. Phillip Ninan, (Committee Chair) stated that the Research Committee had a productive year. He thanked Ms. Guenther and the Finance Committee for their efforts to identify the funds available from investment income that are earmarked for Research. Ms. Guenther mentioned that there is $6 million in the endowment; the permanently restricted amount (corpus) is $2million and that has never been touched nor will it be. The rest of the money, $4M, is earnings from the endowment and other money that came from bequests. A grouping of these funds was designated for Research. Chairs in 2008. The Committee requested approval from the Board to broaden the designation of available funds in research from Research Dept. Chairs to general research. Use of this money is pending legal review and will reflect the Committee’s goals after consultation with CMC.

VOTED: Board voted unanimously to allow money designated for Research Chairs to be used for general research, pending legal review.

David Reines joined the meeting by telephone during the Research Report. IDA SCUDDER ORATION COMMITTEE Dr. Finkel (Committee Chair) shared that we have a tentative yes from the 2014 Nobel Laureate Mr. Kailash Satyarthi to deliver the 2015 Oration. He will be an esteemed speaker and the Committee is delighted. PERSONNEL COMMITTEE Dr. Finkel (Committee Chair) stated that as part of the Foundation’s review of policies and procedures, the Personnel Practices Manual is undergoing a major overhaul. Committee members will complete the revisions and after legal review the edited manual will be presented to the Board for approval. In 2015 major savings were made in the Dental and Health Insurance costs and in Foundation contributions to the Pension Plan. The Committee completed Ms. Guenther’s annual performance review. Ms. Guenther will complete Ms. Stormy McNair’s evaluation in the next few weeks as her one-year anniversary is about to occur. DEVELOPMENT COMMITTEE Dr. H. David Reines (Committee Chair) shared about his recent travels to Vellore accompanied by Dr. Bibhuti Mishra. He said that his trip to Vellore was a very exceptional and useful trip for him. He spent time at CHAD and went to RUHSA, and spent time speaking about Trauma Services. He was incredibly impressed by what is being done in the community. He went to a place where indigent people make Christmas Decorations – a small business funded by a CMC-sponsored micro-loan and now out of debt. Dr. Reines is in the process of planning a Committee meeting and a strategy that focuses on broad fundable areas rather than capital projects. This is a first wave of activity to bring prospective funders into CMC’s circle and hopefully will result in major gifts as donors become more involved. Dr. Chandy added that in order to widen interest in CMC we have to widen the circle and the Foundation is a key player in that process.

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Rev. George Kovoor, Bill Scudder and Krishen Mehta have joined the Development Committee to serve in whatever capacity needed. Rev. Kovoor is well versed in public speaking and offered his services in that capacity. ALUMNI RELATIONS COMMITTEE Dr. Ward shared that the Alumni Relations Committee, previously chaired by Dr. Rohan Ganguli, has had trouble finding time to meet. Dr. Ward would like to see this Committee to become active and have regular meetings, as she feels it is an important area in which the Foundation can have a useful role. Dr. Margaret Kumar, a graduate of the College of Nursing, has taken up the challenge of gathering the nursing alumni. Dr. Sajiv John, a newly-elected Board Member, has offered to contact the more junior alumni. Dr. Alex Kuruvila and his wife are also interested in assisting on this committee. ADJOURN Dr. Ward adjourned the meeting at 5:11pm.

Vellore CMC Foundation Meeting of the Board of Directors

Minutes Wednesday July 8, 2015

Teleconference Present: Dr. Honorine Ward (Chair), George Varughese (Vice Chair), Prasad Palla (Treasurer), Dr. Madelon Finkel (Secretary), Dr. Sajiv John, Dr. Albert Johnson, Dr. Margaret Kumar, Dr. Anil Kuruvilla, Ms. Aparna Muralidharan, Dr. Philip Ninan, Dr. Raj Narayan, Dr. Tom Philips, Dr. David Reines, Dr. Mark Steinhoff, Dr. Chris Wanke Staff: Ms. Katherine D. Guenther (President) Guest: Dr. Sunil Chandy Absent: Dr. S. Balasubramaniam, Dr. Lisa Beardsley- Hardy, Dr. Jamshed Bharucha, Dr. Niranjan Bose, Dr. Meredith Hawkins, Ms. Emma Koshi, Rev. Canon George Kovoor, Dr. Ranjit Mathew, Dr. Bibhuti Mishra, Mr. Bill Scudder, Dr. Prathibha Varkey (on leave) Chair’s Report Dr. Ward called the meeting to order at 10AM. Minutes of the May 2015 meeting were approved by unanimous vote. Dr. Ward reported that Drs. Sajiv John and Margaret Kumar have agreed to Co-Chair the Alumni Relations Committee. Sajiv will take on the special initiative to reach younger alumni in the US (batches from the 90’s and later). Dr. Prathibha Varkey is on leave for one year. Dr Ward gave a brief overview of the GOTC alumni weekend of June 17-20 in Stamford, CT. Many Board members attended and the consensus was that there is now a much better relationship between the alumni who and the Foundation.

• Drs. Margaret Kumar and Albert Johnson gave updates on the activities of the Foundation and Dr. Alex Kuruvilla encouraged all present to work alongside the Foundation to support CMC.

• Dr. Ninan (Teeps) said that he spent time with Dr. Mani Mani to review and discuss the financial affairs of the Foundation, particularly focusing on overhead expenses. Dr. Ninan said that he felt that Dr. Mani Mani seemed more positive about how the Foundation is handling the finances.

• Nursing and AHS alumni were invited specially by the Foundation to attend the Friday night dinner. Ms. Guenther said that the process of finding and inviting alumni had shown weak spots in our contact lists and that we are working on improving them. Only 2 couples attended but we would like to continue the practice of opening Friday night to all CMC alumni.

• The new CMC video was shown in both and long version and received a great reception.

CMC Update Dr Sunil Chandy gave a fact-filled update on the June Council Meetings:

• Ms. Emma Koshi represented the Foundation at the meetings. • A new architect was retained to design the hospital at Kannigapuram and the

new plans were approved by the Council. Shell cost construction is approximately $50/sq. foot. Dr. Chandy stated that the project seems to be back on track; next step is to submit the plans for approval from the State and federal governments. He said that he thinks that having the trauma center as part of the plan will be helpful, as the Government has made availability of trauma care a priority throughout India.

• Regarding CMC’s mandatory retirement age, the Council voted to give all new employees (effective immediately) retirement at age 65 rather than the current 60.

• An architect has been engaged for the new Assisted Living building for retired faculty. There are 4 remaining residents in the New Life Centre for whom housing must be found before things can proceed. Dr. Chandy asked about the number of rooms (10? 20?) that the facility should have. Dr. Albert Johnson responded saying that approximately 20 units would be ideal to start, but that the foundation of the building should be able to accommodate an additional floor that could be added in the future. Ms. Guenther said that we should plan and cost out the building we want and go to donors with the budget for that plan ideally. Once we have a concrete budget we will have the ability to fund raise effectively toward that goal. Architectural drawings should be available in the next few weeks and if things go according to plan, ground breaking should occur by September/October 2015.

• Ms. Kate Guenther asked about the recent ASHA visit to CMC. Dr. Chandy was happy with the visit and thought that the ASHA reviewer was impressed with what she saw at CMC. He felt that the visit went off very, very well.

• Following up on the Program Committee’s suggestion, CMC has established an award to honor a “deserving alumnus.” Broadly defined, the criteria will focus on rural health and service, but have a focus on science to differentiate it from the Motto Award. This new prize will be given out on Graduation Day.

Treasurer’s Report Mr. Prasad Palla, Treasurer of the Board, provided a detailed account of the recent misuse of Foundation funds. Legal counsel has been sought to deal with the ramifications of the situation. The Foundation’s Office Administrator appears to be linked to the fraudulent activity; she has been put on paid leave per advice of Counsel. If the evidence proves guilt, the individual will be terminated. She had access to many donor credit cards. Ms. Guenther will notify donors who gave using a credit card that there has been a breach in security.

A formal complaint has been made to the New York City Police Department who after hearing the evidence assigned officers to contact her for questioning. The Foundation’s audit firm, Marks Paneth, will conduct a forensic audit of finances going back one year. The magnitude of the misappropriation is approximately $10,000-12,000 in credit card charges and almost $5,000 in cash withdrawals. Chase bank has reimbursed the Foundation for the fraudulent credit card charges, but the Foundation may have to repay that amount, depending on the investigation. The auditors also were asked to recommend action items to prevent such an occurrence in the future. The Foundation’s insurance covers this sort of loss. Prasad will update the Board on the situation once he has received the Auditor’s report. Dr. Narayan asked about the Foundation protocol for use of the credit card; specifically whether there was a limit beyond which they had to be approved. Ms. Guenther noted that the Office Administrator’s limit for check writing, etc. was $2,000 and none of the transactions in question exceeded that limit. In response to this situation, it was agreed that in addition to requesting names of references, the Foundation will conduct background checks on future hires. Report on the 2015 Oration Dr. Chandy reported that Dr. Devi P. Shetty, a noted cardiothoracic surgeon and humanitarian, has accepted the invitation to be the 2015 Dr. Ida S. Scudder Oration honoree. There is much excitement about the Alumni Weekend in August and Dr. Chandy said that a large number of alumni are planning to attend. Dr. Ward will represent the Foundation. Personnel Committee Report Dr. Madelon Finkel referred to the updated Personnel Practices Manual that had been circulated earlier, asking if there was any discussion. A suggestion to include background checks for new hires was made. A motion was made and seconded, and by unanimous vote of those Board members present the updated manual was approved. Development Committee Dr. David Reines reported that after a good call with Dr. Cherry Kang, three broad funding areas were set by the Committee pending approval of the CMC Directorate. They are:

• Tribal Health (infrastructure, Improvement of sanitation/water purity in needed areas; this in order to determine whether the availability of pure water alone can have a definitive effect in improving child health.

• The design and building of a Level I Trauma Center.

The Committee is looking into short video clips and printed materials for each of these areas. The target is wealthy members of the Indian diaspora in the US. Campaign to start hopefully in fall 2015 to start receiving gifts in 2016.

Research Committee

Dr. Ninan is going to India to deliver the keynote address for Cognitio – CMC’s student research symposium. He will be meeting with key people including Research Vice-principal Dr. Nihal Thomas to work out priorities and a framework for Foundation support for research at CMC.

The call was adjourned at 11:10AM.

Respectfully submitted,

Katherine D. Guenther (recorder)

Madelon Finkel, PhD, Secretary

Vellore CMC Foundation, Inc.

Board Meeting via Conference Call, September 9, 2015

Minutes

Present: Dr. Honorine Ward (Chair), Mr. George Varughese (Vice Chair), Mr. Prasad Palla (Treasurer), Madelon Finkel, PhD (Secretary), Lisa Beardsley-Hardy, PhD, Dr. Meredith Hawkins, Dr. Sajiv John, Dr. Albert Johnson, Dr. Anil Kuruvilla, Dr. Bibhuti Mishra, Ms. Aparna Muralidharan, Dr. Raj Narayan, Dr. Philip Ninan, Tom Philips, PhD, Dr. H. David Reines, Ms. Kate Guenther (President)

I. Welcome (Dr. Honorine Ward) Dr. Ward welcomed members of the Board who were on the call.

• The minutes of the last meeting on July 8, 2015 were approved as written. • Dr. Ward had a very successful trip to CMC in August:

o She reported that the Oration was well received and well attended. A great effort will be made to secure an honoree for 2016 well in advance of the event (see report below).

o In addition she had fruitful meetings with Dr. Sunil Chandy and Dr. Anil Kuruvilla about the plans for the new hospital/trauma center at Kannigapuram; as well as with Nihal Thomas regarding research funding under consideration by the Research Committee and Dr. Cherry Kang and Dr. Anu Rose about the Jawadhi Hills project and the Development Committee’s proposed areas of funding.

II. Treasurer’s Report (Mr. Prasad Palla) • We have received a draft of the Forensic Audit conducted by Marks Paneth. There were no surprise

findings in the report, but there will be a number of recommendations. As soon as the report is finalized it will be circulated to the Board. One probable outcome of this incident will be the purchase of insurance that covers criminal activity/employee dishonesty.

• Expenses for 2015 are on target. Income is acceptable for this time of year. There are several expected gifts in process; general support (the most difficult funds to raise) is $345K short of goal.

• July financials will be circulated within the next week. III. Update from Vellore (Dr. Anil Kuruvilla)

• Dr. Kuruvilla reiterated the successful planning and execution of the 2015 Oration, especially given the difficulty in securing a speaker.

• The Kannigapuram project is getting back on schedule. Approval drawings are close to being finalized and sent to authorities for permits, etc. Elections in Tamil Nadu in 2016 will most certainly complicate the process, so it is being expedited to avoid delays. Mr. Varughese asked for more details about the approval process. In response, Dr. Kuruvilla noted that the process can be unpredictable and take a minimum of 3-6 months. A number of government friends have offered their assistance once paperwork is submitted; however it is impossible to predict the process in advance. A short list of contractors has been interviewed and fund raising will be a priority next year. A member of FOV Australia has pledged two ambulances for the new trauma center.

IV. President’s Report (Ms. Kate Guenther) • Ms. Guenther reiterated the summary of our 2015 goal ($930,000), current receipts of approximately $1

million including major grant funding from the Gates Foundation that has already been sent to Vellore and the need for general support of approximately $350K before year-end. PAC committee will meet on

Thursday to discuss additional funding needed for the Assisted Living project. We have an excellent proposal in process for Tribal Health in the Jawadhi Hills and this will be part of the Development Committee’s major gift project.

• The 2014 audited financials will be presented to donors as part of a Special Edition of the Voices of Vellore newsletter in order to save money.

V. Committee Reports a. Program Committee (Dr. Raj Narayan)

The Program Committee has reviewed the Research Committee’s proposed distribution of accumulated investment gains (see research Committee report below). Further investigation is planned to fine-tune this proposal before requesting Board approval. The CMC request for Senior Training Fellowships (STF) for 2015-2016 included funds for people travelling to various international locations. It was agreed that the Foundation would continue to fund only fellowships in the US. In addition a renewed effort will be made to receive more formalized reporting from CMC and from the individual fellows. After discussion, it was agreed that distribution of funds for the fellowships should not/cannot be tied to reporting requests. Dr. Albert Johnson added that there are numerous CMC fellows working in Kansas City on Modale fellowships who should also be connected to the Foundation’s tracking.

b. Development Committee (Dr. David Reines) The Committee has been active making plans for major gift solicitations for the Tribal Health initiative designed by the CHAD team that runs projects in that region. There is a possible collaboration with Board member Emma Koshi and the education NGO she runs in the area. Dr. Mishra’s connection to the Tata organization may be helpful with in-kind renewable energy support. Dr. Kuruvilla added that CHAD is hoping to raise support in the Jawadhi Hills for the new Clinic staffing & infrastructure needed to be effective; expansion of the mobile clinics; building up of social programs. A gift of $6,000 has been received for support of the Clinic.

c. PAC Committee (Dr. Albert Johnson) Dr. Johnson discussed the very high cost estimates that arrived for the Assisted Living project and the importance of significant downward revisions before embarking on further solicitations from the alumni. The PAC will meet on Thursday the 10th to discuss this further and consider additional projects for future funding.

d. Research Committee (Dr. Philip Ninan) The Committee has completed a Memorandum of Agreement (MOU) between CMC and the Foundation that offers the possibility of up to $50,000/year for research projects. The signed MOU has not been returned to the Foundation as yet, but discussions are well underway determining what kinds of projects this funding should support. Preliminary ideas include travel funds for medical students and junior faculty to attend meetings/present abstracts both internationally and domestically; and a one-year fellowship for a faculty member to come to the US to pursue a research project. Dr. Bobby Cherayil who is lecturing at CMC in the coming weeks will meet with Dr. Nihal Thomas to discuss these ideas further. Dr. Kuruvilla added that in conversations at CMC about this grant there was interest in supporting actual research projects for young investigators as well as travel.

e. Scudder Oration (Dr. Madelon Finkel) The Committee met to review the 2015 Oration and agreed that although the event was successful, it is essential that we have a broader list of candidates and that we begin inviting an honoree much earlier for future events.

f. Alumni Relations (Dr. Sajiv John)

Dr. John delivered the gratitude of his Co-Chair Dr. Margaret Kumar who has been assisting her spouse Dr. Suren in his recovery from Heart surgery. She could not be on the call but is up to date on activities of the Committee. The goals of the Committee are to reach all alumni from throughout CMC; and to improve the Foundation’s communication with alumni. Many alumni are not aware of the Foundation’s work and are in fact interested. We will be updating the email database to issue more regular email updates. We are planning to engage visiting CMC faculty in informal get-togethers to stimulate stronger relations. Dr. John is working to build the Committee to include some younger alumni (Batch of 1980 and later); Dr. Samson Jesudass and his spouse Anita Sharon (CON alumna) have agreed to join the Committee and a few others are hopeful. Dr. Kuruvilla is engaged in establishing a system to notify the Foundation of all CMC people coming to the US for study leaves or other projects. This should be underway soon.

g. Personnel Committee (Dr. Madelon Finkel) Dr. Finkel summarized the current situation in the office. Our current temp employee (Ben Ciesinski) as well as a former colleague of Prasad Palla (Patricia Carroll) have met with Dr. Finkel and Dr. Tom Philips. Their recommendation is to have Ms. Carroll meet with Ms. Guenther to be considered for the full time position. Ms. Carroll is scheduled to meet at the Foundation on Thursday September 10 at 4PM.

VI. Adjournment The meeting was adjourned at 11AM EDT. The next meeting is Wednesday November 11th. New dial-in information will be sent to all Board members. Madelon Finkel, PhD Secretary Katherine D. Guenther Recorder

Vellore CMC Foundation, Inc.

Board Meeting via Conference Call, November 18, 2015

8:30 PM EST, 5:30 PM PST, 7:00 AM IST (November 19)

Minutes

Present: Dr. Honorine Ward (Chair), Mr. George Varughese (Vice Chair), Mr. Prasad Palla (Treasurer),

Madelon Finkel, PhD (Secretary), Lisa Beardsley-Hardy, PhD, Jamshed Bharucha, PhD, Dr. Sajiv John, Dr.

Albert Johnson, Dr. Margaret Kumar, Dr.Bibhuti Mishra, Dr. Philip Ninan, Tom Philips, PhD , Dr. David

Reines, Dr. Ponna Thurairatnam, Ms. Kate Guenther (President) , Ms. Patricia Carroll (Office

Administrator)

i. Welcome (Dr. Honorine Ward, Chair)

i. Dr. Ward welcomed members of the Board. ii. Dr. Ward remembered Dr. Suren Kumar, Corporation member and husband of our

member Dr. Margaret Kumar, who died November 9 after complications from surgery. A moment of silence was observed to remember Dr. Kumar’s many contributions to the Foundation’s growth and success.

iii. The minutes of the last Board Meeting on September 9th were approved as written.

ii. Treasurer’s Report (Mr. Prasad Palla) i. Kate Guenther reviewed the August financials, the most recent month closed by the

accountant.

Balance Sheet:

Year-End numbers from 2014 were added to the Balance Sheet as requested by the Finance Committee.

Q4 typical large volume of donations results in a larger unrestricted Cash balance for prior year.

Pledge Receivables are current and anticipated to be received as scheduled.

Decrease in the valuation of investments due to market conditions.

Actuals vs Budget:

Budgeted figures included $250,000 in potential grants from ASHA and Gates Foundation. Gates Foundation funds are noted as a pass-through

item at the bottom of the report.

2014 Audit Fees were expensed to 2014 and not reflected in the current year.

Forensic Audit will result in additional fees charged to 2015.

Individual donations were at 20% of budget; however typically during Q4 the largest volume of donations are received.

Current P&L vs. Prior YTD:

Analysis was provided

Consistent with prior year. ii. Update on Criminal Case against Stormy McNair (K. Guenther)

Assistant District Attorney was provided additional information regarding losses incurred to the Foundation (totaling approximately $19K).

Hearing date was postponed until January 14, 2016.

Ms. Kate Guenther will likely testify before Grand Jury.

The accused is still free on bail. iii. Forensic audit has been performed by Marks Paneth (P. Palla)

Draft was provided by Marks Paneth, noting certain issues.

Will review issues /recommendations at the next Finance Committee.

Possible implementation of additional controls to improve process. iv. Investment Policy (T. Philips)

Policy was reviewed (prior version late 1990’s).

Investment Mix updates as follows: Stocks (60%), Domestic Bonds (35%) and Cash 5%.

Stocks investment will be further diversified by investing globally.

Discussed with Atlantic Trust for implementation. v. IRS 990 Documentation (P. Palla)

Reviewed and approved by Finance Committee.

Filed with IRS in compliance with November 15, 2015 deadline.

990 updated Investment income to include Realized Gains to remain consistent with prior year presentation.

Board approved 2014 990 based upon review and approval of the Finance committee.

iii. President’s Report (Ms. Kate Guenther) i. Scudder Association Meeting (October 2015)

Dr. Sunil Chandy/Dr. Thomas Ram attended via tele-conference.

A presentation about CMC Vellore was given from India.

CMC has named an ex officio seat on the Council for a Scudder family representative.

2018 events are planned to honor the 200th anniversary of Dr. John Scudder’s arrival in Ceylon. Dr. Chandy invited the entire Scudder family

ii. Budget Report 2016

Target to present during the next Finance Committee meeting in December.

Expenses for 2015 were reduced and there will be a continued effort for controlling cost for 2016.

Presentation of future budget will depict Unrestricted/Restricted Funds rather than source of funds as broad objectives.

Budget Analysis will focus on sustaining the Foundation Operation.

Investment earnings formula for use in Operations was modified as recommended by auditor, to 5% of the 5-year average of the market value of investments (from 5% of 3 yr. average).

iii. Income Report 2015

Implementation of Alumni Relations/Research Committees to enhance donations have proven successful during the year.

Estimates provided for potential donations in Q4.

At the end of December an update will be provided to reflect YTD income vs budget.

iv. Committee Reports

i. Minutes of most recent meetings have been sent to Board prior to the call. ii. Finance committee meetings minutes to be sent in future also.

iii. Retirement Facility Update (A. Johnson)

Requested information to reduce costs for the project.

Inquired about the architect and builder on the project.

Information to be sent to S. Chandy requesting response by year-end.

v. Word of Thanks from Margaret Kumar i. Margaret gave her thanks for the outpouring of love and support that members gave

during Dr. Suren’s illness and after his passing. vi. Adjournment

i. The meeting was adjourned at 9:20 pm EST. Next Board Meeting scheduled for January 13, 2016 @ 8:30 pm EST.