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Board of Directors Retreat Meeting Minutes

April 7, 2018

I. Call to order

Sandi Timmins called to order the House of Ruth Maryland Board of Directors Retreat at 10:15am on Saturday, April 7, 2018 at House of Ruth Maryland Community Center, 2521 N. Charles St., Baltimore, MD 21218.

II. Roll Call: Sandi Timmins conducted a roll call. The following persons were present:

Board of Directors Present: Kappie Bogart, Meryl D. Burgin, Joyce Ann Burman (morning only), Pamela Colbert, Christy DiPietro, Ann Marie Doory, Holly Griffin, Julie Hopkins, Linda T. Lo Cascio, Pam Malester, Mary D. Miller, Matthew S. Moore, Jeff Musgrove (afternoon only), Steven Poynot, Tom Prevas, Magnus Rhyu, Carolyn H. Thaler, Monica White, Charlene Williams HRM Staff: Sandi Timmins, Mary McGeady, Lisa Nitsch, Janice Miller, Andrea jones, Cheri Parlaman, Andrew Primrose (afternoon only), Susan McCarty (taking minutes).

III. Retreat begins at the Community Engagement Center, 2521 North Charles Street, Baltimore, MD 21218 and then moves to 2201 Argonne Drive, Baltimore, MD 21218

• Welcome – Sandi Timmins

- This building is ours. It is yours. We want you to see the space and hear about the activity that will happen in the space.

- We want you to feel connected to the remarkable staff that are leading the work and the visionary programming.

- Our passion must be contagious as we prepare to move

• Construction Update – Linda Lo Cascio

• Surrounding Community – Tom Prevas

- Three community organizations; focus of each is how they benefit from having HRM in the area

• Tour – Part I

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- Why is this part of the building critical to our community engagement strategy? - What is going to happen in this space? - Who will use the space and/or interact with it? - What does success look like in this space? What is the vision? Give a description of what

we hope to see. - Lobby – Janice - Training – Lisa - Donation – Mary - Gateway – Lisa - Shared Space – Cheri - Board – Sandi

• Presentation of MICA projects (lobby, stairwell & mural)

o Group Discussion

• Leadership Spotlights

- What innovative programming do they oversee? - How have they advanced their programming? - Why is this Director, the right leader for the role? - What are some of this person’s most notable professional achievements? - What else would you add? - Mary McGeady: Mary, Kappi & Lisa - Dorothy: Ann Marie, Julie & Janice - Janice: Charlene, Holly, & Mary Mc. - Cheri: Pam, Jeri & Sandi - Lisa: Christy, Steve & Cheri - Sandi: Meryl, Monica & Larry

• Survey distribution

IV. Adjournment

Motioned to adjourn. Motion seconded. Retreat adjourned at 4:00pm.

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Board of Directors Meeting Minutes

February 5, 2018

I. Call to order

Jeff Musgrove called to order the regular meeting of the House of Ruth Maryland Board of Directors at 5:40pm on November 13, 2017 at House of Ruth Maryland, 2201 Argonne Drive, Baltimore, MD 21218.

II. Roll Call: Jeff Musgrove conducted a roll call. The following persons were present:

Board of Directors Present: Kappie Bogart, Meryl D. Burgin, Joyce Ann Burman, Ben Burns, Pamela Colbert, Ann Marie Doory, Holly Griffin, Jeri Hawthorne, Amoretta M. Hoeber, Julie Hopkins, Lisa Hudson, Linda T. Lo Cascio, Pam Malester, Mary D. Miller, Matthew S. Moore, Jeff Musgrove, Anne Neuberger, Steven Poynot, Tom Prevas, Magnus Rhyu, Carolyn H. Thaler, Larry Walker, Monica White, Charlene Williams HRM Staff: Sandi Timmins, Mary McGeady, Lisa Nitsch, Janice Miller, Cheri Parlaman, Andrew Primrose, Sheldon Caplis (consultant), Susan McCarty (taking minutes). Guest: Susan Schnaars from Wilmington Trust

III. Introduction: • Sandi Timmins introduced Sheldon Caplis. He is consulting on staffing and crafting a structure

for the Development department. He is also strategizing on how best to reach out to corporations.

IV. Approval of Board of Directors Meeting Minutes from 9.11.17 and 11.13.17 • Accept redline changes in minutes. Move to accept both sets as edited. Motion seconded. All

in favor. None opposed. Motion passes. V. Open issues

a) Executive Directors Report (attachment)– Sandi Timmins • Questions: o Was the MICA MOU signed? Yes. • Finance and Executive Update: o Contracted Ellin & Tucker to do an internal control audit. Financial records of fees

collected did not match Accounting records. Managing Accountant was terminated. Ellin & Tucker made recommendations for processes and controls and working with the Executive and Finance Committee to implement. Money was taken. It was reported to our liability carrier.

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b) Community Engagement Center Update • On December 8 we receive the building permit and started demolition • Installing the elevator will be a big project • On track to complete by the end of May • Will be on or under budget for the construction side • Some line items not yet figured out • Positive neighborhood partnership • Deutsche Foundation bought the building next door • Price for Furniture and Fixtures within budget

c) Capital Campaign Update • The ask to the Weinberg Foundation will be 7 figures • Getting close to the public launch; comfortable being at 50% of goal when go public; may

go public at Spring Luncheon but may not because want a high impact with the media when make announcement.

VI. New Business

• Wilmington Trust Investment Advisor Report – Susan Schnaars o Reviewed HRM endowment managed by Wilmington Trust: investment portfolio up by

15.6%; liquidated some funds for the new building. o Question: will there be additional draws? Answer: it is a last resource for cash flow; we

will know by the 3rd quarter; we will most likely take out what has already been approved by the board.

• Finance Report – Matt Moore o Audit completed o Invitation for others to join the Finance Committee o United Way – behind in collecting.

• Spring Luncheon Brainstorming o Goal of $120,000 o Board brainstormed various organizations to ask for sponsorship/buy a table.

• Board Retreat o Date is April 7, 2018 o Disappointed with the attendance in the past – less than 50% attended o Interest in visiting the new building o Activities to get to know each other.

VII. Adjournment

Motioned to adjourn. Motion seconded. Meeting adjourned at 7:35pm.

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Board of Directors Meeting Minutes

November 13, 2017

I. Call to order Jeff Musgrove called to order the regular meeting of the House of Ruth Maryland Board of Directors at 5:41 pm on November 13, 2017 at House of Ruth Maryland, 2201 Argonne Drive, Baltimore, MD 21218.

II. Roll Call: Jeff Musgrove conducted a roll call. The following persons were present: Board of Directors Present: Kappie Bogart, Meryl D. Burgin, Joyce Ann Burman, Ben Burns, Pamela Colbert, Christy DiPietro, Ann Marie Doory, Holly G. Edington, Monica Hausner, Jeri Hawthorne, Amoretta M. Hoeber , Julie Hopkins, Lisa Hudson, Susan Hussey, Linda T. Lo Cascio, Pam Malester, Mary D. Miller, Matthew S. Moore, Jeff Musgrove, Steven Poynot, Tom Prevas, Magnus Rhyu, Carolyn H. Thaler, Larry Walker, Monica White, Charlene Williams HRM Staff: Mary McGeady, Janice Miller, Cheri Parlaman, Andrew Primrose, Susan McCarty (taking minutes)

III. Approval of minutes from previous Board meetings on 9.11.17 and 10.20.17 • A vote on minutes was delayed to the next board meeting to incorporate revisions.

IV. Open Issues

a) Executive Directors Report (attached to email sent before meeting) • Board advised that if anyone has questions about the Directors Report to email Sandi

Timmins or Jeff Musgrove because Sandi is not at the meeting because she is sick. b) Finance Report

• HRM hired a new Controller • New revolving line of credit with Howard Bank • FY17 Agency Audit

o Hired Ellin & Tucker again as the audit firm; no findings from the audit o 2 things discussed with the Finance Committee;

1. The first year of the Capital Campaign (CC) did not have a reserve for pledges because too premature to book it in the audit; will have it in next year’s audit

2. Explanation of reporting of funds from Capital Campaign (“CC”): there are 3 buckets of money – restricted, unrestricted and temporarily restricted. In FY18 HRM will likely have CC funds reported as temporarily restricted, unlike this year.

o MLSC and A 133 audits both had no findings as well. o Finance Committee approved of audit. o Next step is completing and filing tax form 990, which is on schedule.

• Revenue and Expense report through September: Presented, no discussion.

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• Staff addition: Lise Robinson hired as Controller. Kelly Black will overlap to train her and will be on call. COO will divest day-to-day grant projection obligations.

c) Board Governance • Bylaws: The August version of the bylaws was emailed to the Board.

o The major change relates to terms for Board members. The board was divided into 3 groups and groups will come up for election at the June meeting based on the group that they are in. Groups chosen randomly.

Discussion: Blanks on p. 2 and p. 11

• On page 2, sec. 3, 1(c): there is a blank: “committing resources of the Corporation in excess of $xxxxxx”. o Various members of the board discuss and ask questions to fully understand this

clause. o Maximum expenditure authorizations discussed generally. o Discussion of whether such limits should be bylaws or policy.

Motion and Vote: Motion made by Pam Malester to remove Section 3 1(c) on page 2 of the amended bylaws.

Motion seconded by Christy DiPietro All Approve. None Opposed. None Abstained. Motion carries.

• Page 11, Section 5: Checks and Drafts. All checks, drafts or other orders for the

payment of money, notes or other evidences of indebtedness above $xxxx issued in the name of the Corporation shall be signed by the President of the Corporation, or such other officers of the Corporation as may be designated from time to time by resolution of the Board. All other expenditures are authorized per the annual budget and payments may be made by the Executive Director or the Corporation’s Director of Finance.

o Current internal policy requires 2 authorized signers (ED, COO, Board President) o Board member suggests not to tie the expenditure approval policy into the bylaws o Officers have check signing authority according to policy o Internal Control Statements may be modified after Controls audit. Recommendation: Leave the bylaws the same. Will go to the board for Resolution. Governance & Finance will develop a policy and present to the board for a full resolution.

Motion and Vote: Motion to amend bylaws as written. Motion Seconded. All in Favor. None Opposed. None Abstained. Motion Carries.

d) Community Engagement Center Update • Bank Resolution: Howard Bank Corporate Resolution (Resolution attached below, pages

5-8 of these minutes and emailed to Board of Directors prior to meeting) required by the Howard bank for the line of credit relating to cash flow *. *Needed to operate organization while awaiting capital campaign contributions.

Motion and Vote: Motion to approve the Howard Bank Corporate Resolution made by Tom Prevas. Motion seconded by Pam Malester All in Favor. None Opposed. 1 Abstention: Steve Poynot

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Motion carries.

• Financing o We expect to open the bank account now that the resolution has passed; can pay

for. draws from the bank for construction o Howard Bank has been a great partner in the process.

• Capital Campaign o Smith Event: 127 attended; good networking event; tours scheduled for the new building; received $75,000 from the Smith Foundation for unrestricted operating funds – not for the CC. Tommy Tavener from “In honor of her” gave HRM $10,000 at the event. Smiths are willing to host a similar event next year. o Expect a donation from Blaustein Foundation soon.

• Construction o Board authorized an increase in funds at the previous board meeting. o Building Design complete. o Bids came in slightly under budget. o Contractor given notice to proceed. o Waiting for permit; hope to get the permit and start mid-December and finish

construction in mid-May.

V. New Business a) Events:

• Currently doing “40 K in 40 Days; not doing the “Person of the Year” fundraiser anymore because not successful so rolled it into the 40 K in 40 days” fundraiser.

• On October 17, Sandi Timmins spoke at the Wranglers Club (with Tom Prevas, Meryl Burgin and Julie Hopkins)

• On October 31, Sandi Timmins, Lisa Nitsch and Tom Prevas went to Gilman School to discuss training opportunities. • Andrew Primrose distributed “thank you” notes for the board to write and sign for those attending the Smith event.

b) Website: the new website launched today. c) Media: Dorothy Lennig spoke on a promotional video about how HRM has kept IPV victims

safe for over 40 years using legal and legislative means particularly with gun laws. • Board asked for information about how HRM is addressing sexual harassment in the

news recently and staff indicated that it is but treading lightly. • Board asked if staff is aware of any upcoming legislation around the issue. Staff

responded that Dorothy Lennig will inform all board members when there are bills that she is working on. She also emails board members to contact their representatives when a bill needs support or opposition.

d) One Love Meeting: Christy DiPietro, Sandi Timmins and HRM Senior Staff met with Katie Hood, ED of One Love, and other One Love staff to brainstorm ways to partner with them as they are a complimentary organization.

e) New floors in shelter installed courtesy of Smith grant. f) We welcome donations from the Board for gift cards or cash for food/snacks/prizes for staff

working on Adopt a Family.

VI. Adjournment Motioned to adjourn. Motion seconded. Meeting adjourned at 7:20 pm.

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See below, pages 5-8: Howard Bank Corporate Authorization Resolution.

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Board of Directors Meeting Minutes

October 20, 2017

I. Call to order Jeff Musgrove called to order the Special meeting of the House of Ruth Maryland Board of Directors at 8:02am on October 20, 2017 via Conference Call 410-464-8580 PIN: 55101.

II. Roll Call: Sandi Timmins conducted a roll call. The following persons were present: Board of Directors Present: Yuri Agrawal, Kappie Bogart, Ben Burns, Pamela Colbert, Holly G. Edington, Nicole Francis, Monica Hausner, Jeri Hawthorne, Amoretta M. Hoeber , Lisa Hudson, Linda T. Lo Cascio, Mary D. Miller, Matthew S. Moore, Jeff Musgrove, Steven Poynot, Tom Prevas, Magnus Rhyu, Larry Walker, Charlene Williams. Board Members who tried to call in but Conference Line not working: Meryl Burgin, Ann Marie Doory, Kevin Frank, Julie Hopkins, Pam Malester. HRM Staff: Sandi Timmins, Mary McGeady, Susan McCarty (taking minutes)

III. Resolution Authorizing Loan

• The purpose of this meeting is to vote on the Resolution that was emailed to the entire Board of Directors. The resolution allows for a $3.5 million line of credit with Howard Bank. For procedural purposes, the Board needs to approve the formal Resolution. The resolution will authorize the loan and authorize Sandi Timmins, as HRM Executive Director, to execute and deliver all documents associated with the loan. Below is the Resolution in its entirety:

ACTION OF THE BOARD OF DIRECTORS

October ___, 2017

WHEREAS, the House of Ruth Maryland, Inc. (“House of Ruth”), organized under the laws of the State of Maryland, by and through its Board of Directors, desires to obtain a loan with Howard Bank, a Maryland banking corporation (the “Lender”) in the form of a revolving line of credit in the amount of $3.5 million (the “Loan”) at a floating and fluctuating per annum rate of interest equal at all times to LIBOR plus 1.75% per annum on the outstanding balance;

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WHEREAS, the Board of Directors (the “Board”) of the House of Ruth desires that Sandi Timmins, in her capacity as Executive Director of the House of Ruth, execute and deliver all documents associated with the Loan, including, but not limited, to the security agreement; and

WHEREAS, the Board believes it is in the best interest of House of Ruth to enter into the Loan transaction with Howard Bank.

NOW THEREFORE, it is hereby:

RESOLVED, that House of Ruth be, and hereby is, authorized and empowered to engage in the Loan transaction with Howard Bank in the amount of Three Million Five Hundred Thousand dollars ($3,500,000.00) in the form of a revolving line of credit at a floating and fluctuating per annum rate of interest equal at all times to LIBOR plus 1.75% per annum on the outstanding balance, in accordance with the documents and instruments which relate to or evidence the Loan (collectively, the “Loan Documents”), including, but not limited to, the security agreement;

FURTHER RESOLVED, that House of Ruth be, and hereby is, authorized and empowered to negotiate, execute and deliver on behalf of the House of Ruth, and as an official act of the House of Ruth, the Loan Documents, and the signature of Sandi Timmins, in her capacity as Executive Director of House of Ruth (the “Authorized Officer”), shall be conclusive evidence of the Company’s agreement to the form of such documents; and

FURTHER RESOLVED, that all actions previously taken by any officer, representative or agent of the House of Ruth, in the name or on behalf of the House of Ruth in connection with the matters contemplated by the foregoing resolutions be, and each of the same hereby is, adopted, ratified, confirmed and approved in all respects as the act and deed of the House of Ruth.

VOTE: Quorum Present Motion to approve the Resolution as written. Motion to approve made by Mary Miller. Motion Seconded by Amie Hoeber. All in Favor. None opposed. 1 Abstention (Steve Poynot).

IV. Adjournment

Motioned to adjourn. Motion seconded. Meeting adjourned at 8:07 am.

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Board of Directors Meeting Minutes

September 11, 2017

I. Call to order Jeff Musgrove called to order the regular meeting of the House of Ruth Maryland Board of Directors at 5:40pm on September 11, 2017 at House of Ruth Maryland, 2201 Argonne Drive, Baltimore, MD 21218.

II. Roll Call: Jeff Musgrove conducted a roll call. The following persons were present: Board of Directors Present: Yuri Agrawal, Meryl D. Burgin, Joyce Ann Burman, Pamela Colbert, Christy DiPietro, Holly G. Edington, Jeri Hawthorne, Julie Hopkins, Lisa Hudson, Susan Hussey, Linda T. Lo Cascio, Pam Malester, Matthew S. Moore, Jeff Musgrove, Steven Poynot, Tom Prevas, Carolyn H. Thaler, Larry Walker, Monica White, Charlene Williams. HRM Staff: Sandi Timmins, Lisa Nitsch, Janice Miller, Cheri Parlaman, Andrew Primrose, Susan McCarty (taking minutes) Guest: Dan Yardley

III. Approval of minutes from previous Board meetings on 6.6.17

• Motion to approve the 6.6.17 Minutes as written; motion seconded. All in Favor. None opposed.

IV. New HRM Board of Directors Members • Welcome to Steven Poynot, Larry Walker, Charlene Williams • Greta Engle has resigned from the Board

V. Open Issues

a) Executive Directors Report • No questions or comments.

b) Board Governance • The Governance committee has been working on the Board Commitment Statement,

Bylaws, and Conflict of Interest Policy and Form. Both the Conflict of Interest form and the Commitment Statement are document that need to be signed annually by each board member.

• The Board Bylaws have not been amended since 2009. The Governance Committee has amended the bylaws. The Executive Committee has approved the changes to the bylaws. Will be sent out to the full board for a vote at the next meeting in November.

• The major change was term limits – the previous bylaws had no term limits. Amended so that each term is 3 years and the maximum number of 3 year terms is 3. The exception is

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that if serving as an officer when term limit occurs then the term is automatically extended. At the end of each 3 year term, you can exit or can be put on the slate for another term.

• Will have a process of meeting each board member annually to discuss role with the board.

• Bylaws call for election of the board annually but we have not done so; we do not want the whole board to roll over at the same time; will bifurcate the board into 1,2,3 categories to stagger elections; at the annual meeting every board member’s name will be on the slate either to re-up or to continue term; we are starting over with all board members with 3 year terms; if you want to stay on past 3 terms then the Executive Committee will define but the board will vote to approve.

• Secretary and Treasurer now 2 positions – was 1 in previous bylaws. • Will vote in November to approve and we need a quorum, so please attend. Question: Is having a quorum usually an issue and has there been any discussion about setting a quorum at a different number? Yes, having a quorum at the meetings is usually an issue but would be a fiduciary issue if the quorum is less than the majority.

c) Capital Campaign Update • The purchase of the new building at 2521 N. Charles St. is complete. • Finance:

o FY17 ended June 30 and completed under budget; $128,000 above budget for FY17

o Interviewed 7 banks for construction loans o The agency is growing so it needs liquidity to maintain it; we have a revolving

line of credit for the construction of the building with Howard Bank o Annual draw on the endowment: took the draw for FY17 and FY18 at the same

time so will have more liquidity. This gave us flexibility to do what we need to do. The endowment is meant to be used for services.

o Matt Moore met with our auditors Ellin & Tucker 2 weeks ago.

Question: Could the full board get quarterly financial reports? Yes, we can have them for each full board meeting.

• Increasing the Construction Budget:

o When the construction budget was put together, we did a best guess; but now we realize that the construction amount will be higher. Therefore, we need to discuss the increased expenses and the Capital Campaign budget.

o Additional funds are required to fully design the building to fit all of the programmatic requirements.

o Imperative that the programs in the building include Gateway, Training Institute, and the Donation Center/Retail space

o Zoning now allows us to open the retail space right away but it will cost more than estimated – we are now over what was estimated due to the retail space and the green regulations. But the retail space is an immediate revenue opportunity once it opens. Ruth’s Closet net profit was this year was $139,000 and we project the new retail space to be more.

o At the Executive Committee meeting tonight we discussed increasing the construction budget; when the Board first agreed to the construction budget, we had a board resolution that gave authority to do the work with a spending limit.

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We need to raise that spending limit. It is critical that we make the decision tonight.

o The resolution agreed to by the Board in December had a spending limit of $2,082,000.

o We propose a one-time amendment that will take the spending limit up to $2,750,000. The goal is not to spend it all.

o Will also raise the target of the Capital Campaign. Discussion:

o Will we raise the Capital Campaign target by the same amount? Yes. o The total cost of the renovation will be $3.8 million; $1.4 million already in the

project ; will not require any other operational costs; could take operational operating costs down if feel we will generate revenue with the retail store to offset costs.

o Do we believe that Training Institute will raise revenue? Yes. o Is there room for growth in the new building? Lots of opportunity for growth

especially with technology. o Either we move forward with the increase in cost or pare back and paring back will

end up costing more o Estimate is $85/sq. ft.; retail space is $110/sq. ft. o Buffer amount is $250,000. Cost of FFE (furniture, fixtures, and equipment) still

uncertain. Can still get things pro bono. o Line of credit is $3.5 million o Call To Action:

1. Need to vote so can get going – we are 2 weeks behind schedule 2. Need to bring in new capital; need to have the Capital Campaign move

forward. The Development Report shows what is committed. VOTE: Move to amend the prior resolution and raise the spending limit for the construction budget to $2.75 million. Motion to approve. Motion Seconded. All in Favor. None opposed. No Abstentions.

• Capital Campaign is at 46% pending or committed; $875,000 pending. • $500,000 request made to Blaustein • $200,000 request made to T Rowe Price. • Weinberg: naming rights associated with a percentage of construction cost • Kahlert is coming for a tour; Matt Moore cultivated this relationship. • Question: Are we involved with GBMC? CareFirst gave GBMC a grant to help identify

IPV victims in the ER. • Question: When is the public launch of the Capital campaign? We are looking at the 40th

Anniversary and the opening of the building to go public. Looking at public launch in February – not combined with the opening. Will have Grand Opening on June 7. Will have services offered in the building before June 7. Working on signage for the building.

VI. New Business

a) Events • Smith Event: Jane & David Smith are hosting an event with 250-300 invited in either

October or November 2017. Not all of the board will be invited. Gat Meredith will speak at the event.

• Cannot do the Men’s Event.

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• HRM Person of the year: during the month of October we will have a cultivation event; individuals will compete to raise money in October to become “Person of the Year”; hope to bring in new money with this.

• Events Committee: Has not begun yet: will begin now that the HRM Events Coordinator has started.

• Young Professionals Group: trying to collaborate with other young professionals groups; the events coordinator will be in charge as the HRM staff person; will be able to join meetings remotely/virtually.

b) Location for November 13 Full Board Meeting • If you can host please let Sandi know. Must have the capacity for 40 people.

VII. Adjournment

Motioned to adjourn. Motion seconded. Meeting adjourned at 7:25pm.