/WILPF U.S. National Board MeetingTuesday, November 19,20138:00 PM EDT/5:00 PM PDTReports attached (as noted).

Facilitator: laura Roskos, President (dashboard assistance by Sydney Gliserman)Notetaker: Cheryl Diersch (Recording approved.)Timekeeper: Robin Lloyd, Development Committee ChairVibes watcher: Catia Confortini, International Board RepresentativeBoard Members Present: Eva Havlicsek, Laura Roskos, Cheryl Diersch, Joan Bazar,Ellen Schwartz, Marie-Louise Jackson-Miller, Robin Lloyd, Sydney Gliserman and CatiaConfortini Goined 8:34).Guests: Tura Campanella Cook, Nancy Ramsden, Nicole Scott, Martha DelaRosa,Regina ~chem, Delores Taller, Coralie Farlee, Mary Hanson Harrison, Claire Gosselin,laura Dewey, Candace Perry, Deb Garrettson, Barbara Nielsen, Darien De Lu, LibbyFrank. Ann Flieschi, Rachel Nagin, Pat O'Brien, Renee Prespare, Nancy Graham, TerryFutvoye Micus, Jennifer Thomas, Marge Van Cleef, and Tina Sheldon.Staff: Ria Kulenovic

Welcoming statementAgenda ReviewAddiltion to Agenda: Nominating Committee report will given durinq the MembershipReport.

SUMMARY OF DECISIONS TAKEN:

• agenda item #3: site and date of 2014 national congress approved; congressbudget sent back to NCC for fine-tuning and submission to Finance Committeefor approval at its December meeting.

• agenda item #4: 2014 draft operating budget provisionajlly approved (notationsabout possible office move, travel aUowance for UN reps)

• agenda item #5: 0.0 work plan approved with reservations regarding theunsustainability of the workload

• agenda item #6: discussion of revisions to branch benefits and responsibilitiesdocument goes back to committee, with discussion of some items (e.g., minimalbranch size) to be opened up by Marie-Louise using we~site discussion boardforum

• agenda item #7: international ad hoc committee report will be distributed forcomment to all members via salsa platform with process and timeline included

• agenda item #8: board meetings set for January 21, M~rch 18, May 20 2014 at 8p.rn. ET/5 p.rn. PT

• executive session: appointment of Rachel Nagin as US section rep to the UN;nominations for second seat to be sought with a broad mailing via Salsa a.s.a.p.

Transition Team Update - Cheryl

WILPF National Board Meeting, November 2013

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The outcomes from the retreat in September can be found on an interactive website(see interactive blog at http://100years.wilpfus.org/). These strategies and goals are awork in progress. We ask that all members please participate and add yoursuggestions and ideas. The final report based on these strategies and visions will bepresented at the 2014 National Congress. We thank AJtaira Hatton and Rachel Nagin fordeveloping and maintaining the blog.

Board discussion: Robin found the opportunity the retreat offered for meeting andengaging with young emerging leaders to be very exciting.

National Congress Committee Report - Ellen

The congress will happen the on August 1-3 at Wayne State University in Detroit. TheDetroit branch is looking forward to organizing tours of Detroit's cultural attractions forthose who want to come early or stay an extra day. The NeC is unclear about how tointegrate the work of the Transition Team into content of the congress.

Ellen participated in all of the regional meetings. One theme from all the regionalmeetings was that we offer JAPA'professional mediation without preconditions. Theregional meetings were supposed to discuss the proposals coming from the transitionteam retreat but this didn't happen, perhaps because the organizers were unaware ofthe blog. They did talk about the needs of branches, in great specificity, which arehelpful to her as program co-chair. There have been or will be written reports from theregional meetings.

Guest discussion of above: Ann Fleischli and some others attending the Minneapolisregional meeting support re-instating JAPA as WllPF's fiscal sponsor. libby Franknotes that all the regional meetings want JAPA and WllPF to both stop using lawyers tonegotiate the situation; and that in addition to mediation between JAPA and WllPF thatthere be mediation between WllPF leaders and those organizing the recall. Sheenjoyed meeting other WllPF members face-to-face at the Philadelphia regionalmeeting. Regina Birchem reiterated these points and added that the Minneapolismeeting also felt strongly that no bylaws changes should be taken before the nationalcongress.

Presentation of draft congress budget which was developed on basis of 100 attendeesand includes no provisions for public events or bringing in outside speakers. Ellen'spriority in developing this draft was keeping registration fees as low as possible andeliminating any potential financial liabilities. laura mentions that the congress budgetshould meet our organizational standard of including 12-18% overhead in the expensesto cover the costs of administration; she also questioned whether or not we shouldmaintain the policy of covering the expenses of two boards (outgoing and incoming) forparticipation at congress now that elections are de-coupled from congresses, noting thatin either case, these costs need to be figured into the congress budget as expenses.Ellen does not agree that the Congress budget should be subject to the project budgetstandards.

EEIJ~·· U;WILPF National Board Meeting, November 2013

• Decision: site and date of 2014 national congress approved; congressbudget sent back to NCC for fine-tuning and submission to FinanceCommittee for approval at its December meeting. (Consensus, no standasides)

2014 Operating Budget: Eva and RiaThe report shows the adjusted 2013 operating budget and the proposed 2014 draftoperating budget The 2013 operating budget was adjusted when it became dear that(1) bequest monies received by JAPA in 2012 would not be released to WILPF in 2013;(2) the board failed to raise the monies committed for the mini-grant program and forinstitutional funds to support activities of the Earth Democracy Committee; (3) savingswere transferred to operating accounts as provided for by the board at its November2012 meeting; and (4) spending was kept lower than projected. The adjusted 2013budget shows net income for the year as $2569; the draft 2014 shows net income of$95,000. The 2014 budget allocates $15,000 for the minigrant program ($5,000 overwhat the committee had requested) and $5000 for the issue committees.

Board discussion: Laura asks if the GoToWebinar subscription has been included and ifthe $20,000 allocated for governance is sufficient to cover costs associated with theelection. Robin hopes there is enough in the governance line to fund a face-to-facemeeting of both the outgoing and incoming boards in April. Ellen doesn't see the needfor the old board to attend a face-to-face meeting with the new board.

Guest discussion: Renee Prespare asks about the line on p. 4 labeled "reconciliationdiscrepencies"; finds it difficult to understand the overall congress budget becausesome income is received in 2013 and some in 2014. Darien De Lu would like to see thefunding for minigrants be increased as a pro forma matter, and wants to ensure thatthere is funding in the budget for a face-to-face retreat for the incoming board early onin their tenure. Deb Garretson is concerned that funds be set aside for a move of thenational office in June when the current lease expires but Ria believes that the leasecan be renewed and states that an ad hoc committee should be formed to think aboutthe office location long term. Candace Perry wonders about the increase in salaries,which is linked to the hiring of a Director of Program and Deve'ropment. Nancy Ramsdenbelieves that a face-to-face meeting of both boards is incredibly important. BarbaraReed, treasurer of the Jane Addams Peace Association, asks what WfLPF has paid forlegal fees in 2013 and what it expects to pay for legal fees in 2014.

Proposal to agree to budget goes through several iterations and conversation becomesvery confused as multiple distractions are introduced. Not clear if anyone knows whatshe is approving.

• Decision: The draft budget is provisionally approved. (Consensus, nostand asides. )

IEva reiterates that it is stressful for staff when there is no budget it place because staffmakes decisions about spending and needs a baseline for guidance.

Wll.PF National Board Meeting, November 2013

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Director of Operations 2014 Workplan: JoanWorkplan is very detailed; includes tasks that were formerly part of the NationalDirector's workplan. So we've taken a job that was already more than full time andadded to it. The additions inherited from the National Director's resignation represent30-40% of the workload; Ria is working about 55 hours per week and this isn'tsustainable .'Her lines of report are cloudy, Ria doesn't know who she should report to.She will be talking to the Personnel Committee about these issues.

Board discussion: Laura wants to clarify that our approval of this workplan is animportant part of defining accountabilities because the approved workplan stands as abenchmark for Ria's performance evaluations and also as our permitting of Ria to do thework defined in the plan. It is an important part of our evaluation and oversight structure.Ellen isn't certain that the DO should attend international board meetings, but Catiaresponds that there isn't likely to be an in person meeting of the international board. Riaresponds that it has been normative that the National Director attend 18meetings, but inthe absence of a National Director she attended the 2012 18meeting. Catia and Sydneyboth state that Ria should attend the IB meeting regardless of whether it is on-line or inperson.

• Decision: The work plan is approved with the reservation that the workloadis unsustainable and the situation must be corrected. (consensus, no standasides)

Membership development committee's recommendations for updating the branchroles and responsibilities policy and evergreen branch survey: Marie-LouiseSpeaking as representative of the Nominations Committee, Marie Louise is pleased tonominate Rachel Nagin for the position of U.N. representative (lists her contributions toissue committees and communications). The appointment will be taken up in executivesession.

Elenita, Ria and Marie-Louise met to discuss updating the Branch Benefits andRepsonsibilities Policy. Ria will be seeking legal advice for defining the fiscal and legalrelationship between the section and the branches. Elenita has drafted new languagefor the "branch best practices" part of the document and these will be posted fordiscussion on the website. Marie-Louise would like to hear comments on the question ofwhat defines a branch? Current bylaws state that a branch must have 10 members.

Guest discussion: Ann Flieschli agrees that it is good that WILPF has branches andperhaps should acknowledge as few as three members as a viable branch. Pat O'Brienwonders how much of the Director of Operation'S time is or should be spent on branchmaintenance? Could that be handled at the level of branches themselves, by the branchleaders. Renee Prespare has questions about her branch list and would like it if newmembers joining through the website and at large members should be referred to thenearest branch; her branch would be happy to offer home sta~s to at large members for

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national demonstrations or other events. Ria reminds Renee that any branch can usethe Salsa platform to offer invitations to WllPF members for hospitality for largedemonstrations or conventions. The Salsa platform can limit messages to a specific zipcode or state. Regina Birchem wishes that she had a membership list for her branch orfor the whole organization; she has a lot of questions about the budget. She wants tohave a list of WILPF donors; she doesn't feel Ria is responsive to her requests. Ria isconfused because her contact with the Minneapolis branch of which Regina is amember is with the branch membership chair Doris Marquit, not with Regina who doesnot hold a leadership role. Pat O'Brien discusses the difficulty she has had as chair ofthe Boston branch in keeping up with membership dues, changes of address, etc.;states that ultimately it is the responsibility of the branch leaders to keep themembership data up-to-date.

International Ad Hoc Committee report: what is it?

At the IB meeting in Madrid last February, the IB formed an ad hoc committee to makerecommendations for WILPF re-structuring for sustainability. In the 1990s something likethis was attempted under the auspices of the Rainbow Report. Those recommendationswere never fully integrated into WILPF's structure or processes. The hope is that thisreport can be broadly commented upon by our sections, standing committees and at theregional meetings taking place in April. All of this feedback will be digested anddeliberated upon at the May meeting of the International Board which will giveinstructions to the Constitution Committee regarding revisions. A new WILPFconstitution will be adopted at the April 2015 congress.

The 82 page ad hoc committee report will be distributed to meml··bers in the U.S. in an e-

news and we'll try to set up a discussion board on the website. Comments fromindividuals and branches should be sent to Catia (catiacc@gmail.com) by the middle ofJanuary so that Catia can compile a section report by the January 30th deadline.

Discussion by guests: Renee Prespare points out that the discassion board section ofthe WILPF website appears to have been hacked as it is displaying lingerie adverts.Barbara Nielsen thinks that a hyperlink referring people to the website should beincluded in the enews article about the ad hoc committee report. Joan Bazar suggeststhat the emait message about tHe ad hoc committee report can be directed only to thoseenews subscribers who are WIJPF members.

Board Meeting Schedule for Spring 2014:

Board discussion: 8 p.m. ET meetings could pose a conflict for West Coast membersworking a 9-5 schedule. It is better to set meetings because under our bylaws it takes60 days to schedule a board meeting; unneeded meetings can always be canceled sobetter to be over prepared. The board should meet monthly rather than evlery othermonth. I

WILPF National Board Meeting, November 2013

Decision: The WILPF national board will meet at 8:00 p.m. ET on the third Tuesday ofthe month, on January 21st

, March 18, and May 20,2014. (Consensus, no standasides)

Check out by non-board member guests: How can non-board members bestcontribute to creating a sustainable future for WILPF right now?

• Call was well managed and every one had input.• Perhaps we can find ways for the board to meet in person.• Good meeting.• Thank you Sydney for your fabulous facilitation.• This board has come together for each other to be civil and positive attitudes. I

am sorry there is so much stupidness and negativity. You do the governing andmaking hard decisions is not easy. I know you an have been through so muchand it is a specific kind of torture. Thank you for maintaining your pleasantstature.

• The meetings should be announced on e-news, not just once. By-laws saymaking members welcome.

• Might consider dropping agenda items if the background reports are not ready afew days in advance of board meetings.

• Where are the July board meetings?• We need to grow our activist base if we want to grow new leadership.

Executive Session to discuss recommendation from Personnel Chair.

A reminder for us all to get together again on Thursday for a glnerat discussionregarding Ria and her responsibilities at 3:00 PT and 6:00 ET Discussion will includewhat sorts of information Ria should provide to members and re-evaluation of changesin the supervision structure agreed upon in November 2012. I .

Decision: appointment of Rachel Nagin as US section rep to tHe UN. Nominations forsecond seat to be sought with a broad mailing via Salsa a.s.a.p. (Vote: 7 in favor; 1opposed; 1 abstain)

Gratitude expressed by all to Marie-Louise for her recruitment efforts.

Check out and meeting assessment by board members.

Meeting adjourned at 10:45 p.m. ET.

Minutes respectfully submitted by: Cheryl Diersch, Secretary

Approved by consensus of the board: March 18, 2014

Appended reports: 3Q Financial Report; Director of Operations Work Plan

WILPF National Board Meeting, November 2013

WILPF US Income Statement YTD 9/30/13

Income YTO 9/30/13Prior restricted assets carried over 11.8% 21,888

Resource sales, subscriptions, royalties .4%

Membership dues 13.7% 25,353

Branch contributions 13.7% 1,078

Events & Initiatives 22.7% 42,078

Individual contributions- unrestricted 21.2% 39,201

Individual contributions- restricted 19.7% 36,430

Monthly pledges 3.5% 6,506

Gifts, tributes, memorials 0%

Bequests 1.1% 2,000

Foundation grants 3.2% 6,000

JAPA Peace Education Funds .8%

Investment Income 2.3% 4,260

Total Income 185,107

Expenses YTO 9/30/13Personnel 52.2% 103,442

Organzational Expenses 32,593

Operating Expenses 30,862

Events & Initiatives 31,123

Total Expenses 198,020

749

11.8%0.4%

13.7%

0.6%

22.7%

21.2%

19.7%

3.5%

0.0%

1.1%

3.2%

0.8%

2.3%

65

1,500

52.2%

16.5%

15.6%

15.7%

Foundationgrants 3.2%

Gifts, tributes, JAPAPeace Investmentmemorials 0% EducationyClncome 2.3%

~

equ tsMonthly pledges 1.1% Funds.8%

3.5% ~

Income YTD 9/30/13

Resourcesales,subscriptions,royalties .4%

Individualcontributions-

restricted 19.7%

Membershipdues 13.7%

Branchcontributions

13.7%

Director of Operations May June July August Sept Oct Nov Dec Jan Feb March AprilDraft 2013 - 2014 Work Plan 2013 2013 2013 2013 2013 2013 2013 2013 2014 2014 2014 2014

1. Membership, Renewals and Donation Management* Ongoing processing of incoming dues and donations (includes entryinto DIA & Quickbooks, Bank Deposits, Thank yous andacknowledgments) X X X X X X X X X X X X* Produce semi-ann ual DO-Letter X X* Produce accurate branch membership lists to accompany annualrebate checks X X X*DIA Training for Branches X X X X*Revise DIA Handbook as needed*Coordinate printing and Mailing for Spring Membership Drive X X*In coordination with Membership development Chair review contentsof New Member Packet X*Supply donor lists as needed to Development Team X X X X X X X X X X X X

*Follow-up with lapsed pledgers and encourage renewing pledge X*Coordinate printing and mailing of Annual Appeal X*Coordinate printing and mailing of Voting ballots X2. Financial*Collect monthly financial documents (receipts, invoices, copies of allchecks going in and out, payroll docs, bank statements, JAPA/PDF CCreceipts, etc.) X X X X X X X X X X X X

- --*Exchange FinanciarTrlformalion with JAPA/PDFasappro-priate x- X X X X X X X X X X X~ordinate Annual Financial Audit/Financial Review X X X

*Submit appropriate Filing with States and Feds vA

*Work with Bookkeeper to produce monthly financial statements X X X X X X X X X X X X*Work with Treasurer to review finances monthly in prep for monthlyFinance Meeting X X X X X X X X X X X X*Disburse mini-grants to branches and record mini-grant to IssueCommittees X X X X*Support Mini-grant recipients in producing final accounting X X

*Produce Issue Committee Financial reports quarterly and on as needbasis X X X X X X X X X X X X*Call in payroll and update as needed with salary changes and additionsto staff X X X X X X X X X X X X*Send out W-2s and 1099s to all employees X*Send tabling materials as requested to branches X X X X X X X X X X X X*Timely management of all invoice payments X X X X X X X X X X X X3. Budget*On monthly basis, compare actuals against budget, review withTreasurer X X X X X X X X X X X X*Produce quarterly budget review for Board X X X X*In coordination with Treasurer, begin process of collecting informationfor 2013 budget X*Produce draft budget for review by Finance Committee X*Present draft budget for review at Board Meeting X*Make adjustments to budget as needed X*Coordinate approval of Final budget by Board X4. Relations within WILPF, JAPA and PDF (fiscal sponsor)Maintain regular contact with International Secretariat, WILPF UNO,(PW and RCW) and other WILPF Sections - as needed X X X X X X X X X X X X*Assist exchange of information from different WILPF sections on weband social media X X X X X X X X X X X X*Attend the International Board Meeting*Review financial procedures and implement changes with PDFasnee~-- X*Assist JACBA event as needed X5. Systems Maintenance*Review all computer systems, upgrade software and hardware asneeded X*Review email addresses and list serves, eliminating those no longerused, and updating others with new info X X X*Supports website and social media update X X X X X X X X X X X X

*Reviews Insurance Coverage and insures adequate and up-to-date X

6. Supervision

*Supervises IT and Web Communication Consultant and bookkeeper;supervises work of IT company maintain our computer systems, andprovides all admin support for Peace and Freedom Editor X X X X X X X X X X X X

*Supervises all interns and consultants X X X X X X X X X X X X

*Ensures timely remuneration for interns and contract employees X X X X X X X X X X X X

*Negotiates and signs contracts for 1099 employees X

*Plan and facilitate staff/intern/consultant/committee meetings*Conduct all required performance reviews and evaluations withinterns, staff and consultants7. Board Support*Keep track of any updates needed in Board Book X X

*Obtain signed Conflict of Interest statements from all Board members X

*Support planning and implementation of Board Meetings/Retreats X

*Arrange food & hospitality for Board Meetings/Retreats/Events X X

8. Office Management*Order supplies as needed for office X X X X X X X X X X X X

*Coordinate lease and communication with landlord X*Ensures compliance with State and FederafEmployment UlW X X X X X X X X- X X X X*Ensures efficient operation of all office systems, coordinates repairs asneeded X X X X X X X X X X X X

9. Recruitment & Hiring

*Recruit and hire new interns and all other staff and consuitants X X X*Ensure completion of evaluations and letters to Yvonne Logan at endof internships X X X

*Building ongoing relationship with College Career/Internships10. Personnel Responsibilities

*Participate in monthly Personnel Committee calls X X X X X X X X X X X X*Review Personnel Handbook with Personnel Chair annually and updateapp ropriately X X*Work with Personnel Chair to implement clear performance reviewprocess and ensure compliance X*Maintain records of vacation, sick and bereavement time X X X X X X X X X X X X11. Other Committee Responsibilities*Pa rticipate occasionally on Communication, MembershipDevelopment, Congress and Development Committee calls X X X X X X X X X X X X* Assist other committees' needs (reports, mailing lists, list-serveupdates, scheduling events, other collaborations, etc.) X X X X X X X X X X X X

Sup port Program Chairs in ensuring Issue Committees "Good Standing" a X X X X X X X X X X X X12. Branch related responsibilities:Maintain regular phone and written communications with Branches X X X X X X X X X X X X*Promote "success sharing" of program Initiative among Branches X X X X X X X X X X X X

* Send out updated program materials. X*Travel to and attend branch events when possible X X X X13. Union Responsibilities*Follow-up on updates to Union Contract X X X*Notify Union contact of any changes in staffing or addition of newpositions X X X14. Program-related Duties*Supports P&F Editor and Communication Committee in settingproduction schedule for P&F X X X X X X

--*Obtain quote from printer for all printing needs X X X X X---

*Ensures efficient utilization of mailing list for printing X X X X X*Writes articles as asked X*Support design and production of Issue Committee brochure X*Coordinates with Chair of Development Committee on securingfunding for Local2Global/UN Practicum/lOO th Anniversary/Otherevents X X X X X X X X X X X X

*Begins negotiating hotel contract for CSW Practicum and Local2Globai Program X* Finalize Practicum/Local2Global budgets X X*Finalizes hotel contract X

*In coordination with Oversight Committee ensure review and updateof a II marketing and application materials for L2Gand UN Practicum X*Coordinates postcard mailing to current members about Local2Globaiprogram X*Ensures.application materials posted on web X*Oversees collation of submitted Practicum application materials anddistribution to Practicum Selection Committee X

*Oversees collation of submitted Local2Globai application materials anddistribution to Local2Globai Selection Committee X*Sends acceptance, waitlist and decline letters to applicants for bothprograms X* Registers all participants in both programs with UN X*Oversees travel booking for Local2Globai participants X

*Ensures submission of all necessary forms from all participants X*Ensures Practicum participants pay fees in timely manner X X X*Finalizes arrangements for both programs: CSW Registration, UNTour, Cultural Event X X* Prep participants of both programs with logistics X X*Coordinates Practicum and Local2Globai on site X*Produces Financial Reports for both Programs X*Consult w/Board on Programmatic Goals and Direction for WILPF-US X X X X X

*Initiate and oversee all planning for Centennial Celebrations in the US X X X X X X X X X X*Coordinate Centennial planning activities with International*Assist International Centennial coordinator developing a fundraisingstrategy for the Anniversary X X X X X X X X X X X X

*Coordinate Search process for Centennial Coordinator in the US X X X X15. Fundraising*Coordinate all fundraising inititaive implementation in coordinationwith Development Committee X X X X X X X X X X X X

*Maintain regular contact with major donors

*Coordinate a few fundraising trips with the Development Committee

x

X

x

X

X X