Craig Roberts Stapleton Anne Tatlock Carl Weisbrod (by phone)

Transcription

1 Minutes of a Joint Meeting of the Board of Directors of the National September 11 Memorial and Museum at the World Trade Center Foundation, Inc. and the Board of Trustees of the National September 11 Memorial and Museum at the World Trade Center March 28, 2018 A joint meeting of the Board of Directors ( Memorial Board ) of the National September 11 Memorial and Museum at the World Trade Center Foundation, Inc. ( Memorial ) and the Board of Trustees ( Museum Board, and together with the Memorial Board, the Boards ) of the National September 11 Memorial and Museum at the World Trade Center ( Museum ) was held at Bloomberg Philanthropies in New York, NY on March 28, Directors in Attendance Chairman Michael R. Bloomberg Richard Bagger Virginia Bauer Debra Burlingame John P. Cahill Russell L. Carson (by phone) Ric Clark (by phone) Christine A. Ferer (by phone) Jennifer Glick Dr. Vartan Gregorian Patricia E. Harris Monica Iken Thomas S. Johnson (by phone) Robert Kasdin (by phone) Anthoula Katsimatides Peter M. Lehrer Joel S. Marcus (by phone) Kevin McCarthy Ira M. Millstein Joseph Moinian Paul J. Napoli Emily K. Rafferty Kevin M. Rampe (by phone) Scott Rechler Thomas H. Rogér E. John Rosenwald, Jr. Avi Schick (by phone) Andrew M. Senchak Jerry I. Speyer (by phone) 1

2 Craig Roberts Stapleton Anne Tatlock Carl Weisbrod (by phone) Also in Attendance Alice M. Greenwald, President and Chief Executive Officer Nancy Cutler, Bloomberg Philanthropies Jamie Lee, Bloomberg Philanthropies Kate Levin, Bloomberg Philanthropies Ellen Odoner, Boards Counsel, Weil Gotshal & Manges Memorial Staff Present Allison Blais, Chief Strategy Officer Cathy Blaney, Executive Vice President of Institutional Advancement Ernest Blundell, Executive Vice President and Deputy Director for Operations Clifford Chanin, Executive Vice President and Deputy Director for Museum Programs Joshua Cherwin, Chief Advancement Officer Michael Frazier, Executive Vice President and Deputy Director for External Affairs Christie Huus, Senior Vice President, Special Events and Business Partnerships Joanna Klostermeyer, Special Assistant, Office of the General Counsel (minutes) Noelle Lilien, Executive Vice President, General Counsel, Secretary Benjamin Milakofsky, Chief of Staff Alexandra Rhue, Senior Manager, Board and Presidential Initiatives Marvin Suchoff, Executive Vice President and Chief Financial and Administrative Officer Jay Weinkam, Executive Vice President, Government and Community Affairs Chairman Michael R. Bloomberg called the meeting to order at 4:05 p.m. and as the first order of business introduced the minutes of the meeting held November 15, 2017 for approval. Upon motion made and seconded, the following resolution was unanimously approved: Approval of Minutes RESOLVED, that the minutes of the joint meetings of the Memorial Board and the Museum Board (together, the Boards ) held on November 15, 2017, as presented to the Boards, are hereby approved, and all actions taken by the members of the Boards present at such meetings, as set forth in such minutes, are ratified and approved as actions of the 9/11 Memorial and the Museum, as applicable. Chairman Bloomberg opened by acknowledging the recent passing of founding donor and 9/11 Memorial director/trustee Pete Peterson. He then asked the Boards to appoint Ellen Odoner, a partner at Weil Gotshal & Manges, as the new pro-bono Board Counsel to replace Jeff Tabak who, upon his retirement from Weil Gotshal & Manges, had stepped down as pro-bono Board Counsel last year. Upon motion made and seconded, Ellen Odoner was unanimously appointed: 2

3 Outside Legal Counsel to the Boards WHEREAS, Weil, Gotshal & Manges LLP ( Weil ) has previously been appointed to serve, on a pro bono basis, as outside legal counsel to the Boards; and WHEREAS, Mr. Jeffrey Tabak, who had served, on a pro bono basis, as lead counsel at Weil to the Boards, has retired as a Partner of Weil; NOW, THEREFORE, BE IT RESOLVED, that Ms. Ellen Odoner, a Partner of Weil, be appointed to serve, on a pro bono basis, as lead counsel at Weil to the Boards. Chairman Bloomberg then asked Ms. Odoner to say a few words. He then announced that Scott Rechler had agreed to serve as Co-Chair of the Finance and Investment Committee, replacing Robert Kasdin who is stepping down. As Co-Chair Mr. Rechler would also be joining the Executive Committee. Chairman Bloomberg thanked Mr. Kasdin for his guidance during his tenure. He continued by reporting on the Memorial and Museum s visitation and admissions statistics, which included over 3.2 million Museum visitors last year (11.3 million since opening) and over 6.8 million visitors to the Memorial in 2017 (over 38 million since opening), 3% above 2017 projections. He also noted that due to strong admissions numbers and effective expense management, the organization yielded a surplus at the end of Chairman Bloomberg then discussed the recent commemoration of the 25 th anniversary of the first attack on the World Trade Center, noting that the organization dedicated the month of February to its commemoration. He closed by providing an update on the progress of the rescue and recovery tribute and sharing the names of the honorees for the annual benefit dinner, taking place on Tuesday, September 4, 2018 at Cipriani Wall Street. Alice Greenwald began her president s update by providing a summary of the organization s 2018 performance to date and discussing New York City tourism trends in relation to the organization s admissions performance. She discussed the organization s launch of an outof-home marketing campaign in the tri-state area on all major rail lines, including the New York City Subway, Metro North, NJ Transit, LIRR, and the PATH, sharing some examples of the campaign with the Boards and feedback the organization had received in response to these advertisements. Ms. Greenwald continued by thanking the Boards for their participation in the strategic planning process. Ms. Greenwald next presented highlights of this season s public program calendar, including Graham Allison, Karim Sadjadpour, Anne Stenersen, a program honoring Lawrence Wright s Pulitzer Prize-winning book, The Looming Tower and the resulting television series, and the second annual ASL Slam, a program offered only in American Sign Language. She closed by recounting the recent visit by students from the Marjory Stoneman Douglas High School, noting that directors/trustees Howard Lutnik and Scott Rechler joined the students for their visit and how emotional and meaningful the visit was for the students, teachers, and parents. Chairman Bloomberg invited Ira Millstein to provide the Nominating, Compensation and Governance Committee Report. Mr. Millstein began by reminding the directors/trustees to review the Conflict of Interest and Related Party Transaction Policy and return their annual Conflict of 3

4 Interest forms. He then introduced four action items for the Boards consideration. He presented a request that the Boards re-elect the Class I directors/trustees, followed by a request that the Boards confirm the Boards Committee assignments, both detailed in the materials shared with the Boards in advance of the meeting. Mr. Millstein then presented a request that the Boards formalize the policy for appointing honorary Trustees and other honorary positions, allowing for the sitting Governors of New York and New Jersey, and the sitting Mayor of New York City to be appointed as Honorary Trustees for the duration of his or her term. To codify these changes, Mr. Millstein presented the requests to approve the Honorary Appointment Proposal and amend the Memorial By-laws to include Honorary Appointments in both sets of By-Laws. Upon motion made and seconded, the following requests were unanimously approved: Re-Election of Class I Directors and Class I Trustees WHEREAS, the Nominating, Governance & Compensation Committee has reviewed and recommends that the following persons be re-elected to the Boards to serve, in accordance with the By-Laws, as Class I Directors and Class I Trustees, as applicable, for a term expiring at the Annual Meeting of the Boards in 2020 or until his or her successor has been duly elected and qualified; NOW, THEREFORE, BE IT RESOLVED, that the following persons are hereby re-elected to the Boards to serve, in accordance with the By-Laws, as Class I Directors and Class I Trustees, as applicable, for a term expiring at the Annual Meeting of the Boards in 2020 or until his or her successor has been duly elected and qualified: Ms. Virginia Bauer Mr. Frank Bisignano Ms. Debra Burlingame Mr. Ric Clark Mr. Keating Crown Mr. Robert De Niro Mr. Samuel DiPiazza Mr. Maurice Greenberg Mr. Robert Iger Ms. Monica Iken Mr. Peter Lehrer Mr. Howard Lutnick Mr. Kevin McCarthy Ms. Julie Menin Mr. Howard Milstein Me. Joseph Moinian Mr. Thomas Rogér Mr. Jerry Speyer Mr. Jon Stewart Ms. Anne Tatlock 4

5 Mr. Seth Waugh Confirmation of 9/11 Memorial and Museum Committee Assignments WHEREAS, the Nominating, Governance & Compensation Committee has reviewed and recommends that the Boards approve the 9/11 Memorial and Museum Committee Assignments, as set forth in the materials distributed to the Boards; NOW, THEREFORE, BE IT RESOLVED, that the committees of the Boards shall consist of the Directors and Trustees, as applicable, set forth in the materials distributed to the Boards, in each case until the next annual meeting of the Boards or until their earlier resignation or removal by the Boards. Honorary Appointment Proposal WHEREAS, the Nominating, Governance & Compensation Committee has proposed that the sitting Governors of the State of New York and the State of New Jersey, and the sitting Mayor of New York City, each be invited to serve as an Honorary Trustee for the duration of the term that he or she holds such office (the Honorary Appointment Proposal ); and WHEREAS, the Nominating, Governance & Compensation Committee has reviewed and recommends that the Boards approve and adopt the Honorary Appointment Proposal; NOW, THEREFORE, BE IT RESOLVED, that, effective as of the date hereof, the Honorary Appointment Proposal, as described above, is hereby adopted; and it is FURTHER RESOLVED, that the proper officers of the Museum and the 9/11 Memorial, any one of whom may act without the joinder of any of the others, be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Museum or the 9/11 Memorial, as applicable, to take any such action as may be necessary, appropriate or appropriate to effect the foregoing and make the invitations (the taking of such action to be conclusive evidence that the proper officer deemed such action to be necessary, appropriate or advisable). Amendment of 9/11 Memorial By-Laws WHEREAS, the Nominating, Governance & Compensation Committee has reviewed the 9/11 Memorial By-Laws as described in the materials presented to the Memorial Board at this meeting, which include a new Section 2(d) to permit the appointment of honorary Directors and other honorary appointments on the same terms as the Museum By-Laws permit honorary appointments (the Amendment ); WHEREAS, the Nominating, Governance & Compensation Committee recommends that the Memorial Board approve the Amendment to the 9/11 Memorial By-Laws; and 5

6 WHEREAS, the Memorial Board deems it advisable and in the best interest of the 9/11 Memorial to amend the 9/11 Memorial By-Laws, in accordance with Article XI of the 9/11 Memorial By-Laws; NOW, THEREFORE, BE IT RESOLVED, that the Amendment to the 9/11 Memorial By- Laws, as described in the materials presented to the Memorial Board at this meeting, is hereby adopted. Chairman Bloomberg next invited Virginia Bauer to present the Acquisitions Committee report. Ms. Bauer reported on the recent acquisition and installation of Torild Stray s Metamorphosis, now on view on the Concourse Lobby level. The Norwegian Consultant cosponsored the installation of the work and the Consul General of Norway hosted a reception honoring this acquisition. She also informed the Boards that the Middagh Street Firehouse doors will be installed in Tribute Walk later this year as part of the upcoming rotation and noted that during the Acquisitions Committee meeting staff presented on the Museum s digital preservation practices and policies. Ms. Bauer closed by informing the Boards that coinciding with the upcoming special exhibition, materials selected for rotation in the memorial exhibit this year will highlight the athleticism and passion for sports held by many of those who were killed on 9/11. Chairman Bloomberg then asked Tom Johnson to provide the Audit Committee report. Mr. Johnson stated that at its last meeting, the Audit Committee met with its external auditing firm, PKF O Connor Davies, LLP, and internal audit co-sourcing firm, Experis Finance. He reported that the Audit Committee reviewed and approved the 2017 audited financial statements and recommends their acceptance by the Memorial Board. Mr. Johnson then stated that the Audit Committee reviewed and approved the 2018 proposed internal audit plan, as well as reviewed the 2017 internal audit results which resulted in no significant deficiencies or material weaknesses. During their meeting the Audit Committee also reviewed and approved the Charter of the Audit Committee. Mr. Johnson closed by presenting a request that the Boards approve the organization s Institutional Code of Conduct and Ethics ( Code of Ethics ). Mr. Johnson noted that this Code of Ethics had been reviewed and approved by the Audit Committee, is a significant milestone in the life of the institution, and is a required component for accreditation by the American Alliance of Museums. Upon motion made and seconded, the following request was unanimously approved by the Memorial Board, and the Boards, respectively: Acceptance of 2017 Audited Financial Statements WHEREAS, the Audit Committee of the 9/11 Memorial Board (the Audit Committee ) has reviewed and discussed with management and with the 9/11 Memorial s independent auditor, PFK O Connor Davies, LLP, the audited financial statements of the 9/11 Memorial for the fiscal year ended December 31, 2017 (the 2017 Audited Financial Statements ), together with the Independent Auditor s Report contained therein, and WHEREAS, based upon the foregoing, the Audit Committee has recommended to the Memorial Board that the Memorial Board accept the 2017 Audited Financial Statements. 6

7 NOW, THEREFORE, BE IT RESOLVED, that the 2017 Audited Financial Statements of the 9/11 Memorial are hereby accepted, a copy of which shall be filed with the records of the 9/11 Memorial. Adoption of Institutional Code of Conduct and Ethics WHEREAS, the Audit Committee has reviewed and recommends that the Boards approve and adopt the Institutional Code of Conduct and Ethics, as set forth in the materials distributed to the Boards; NOW, THEREFORE, BE IT RESOLVED, that, effective as of the date hereof, the Institutional Code of Conduct and Ethics, as described in the materials presented to the Boards at this meeting, is hereby adopted. Next, Chairman Bloomberg asked Kevin Rampe to provide the Buildings Committee report. Mr. Rampe reported that the Committee had reviewed the status of the 2018 capital projects and approved the purchase of a new security surveillance video storage solution. He also provided an update on the ongoing conversations with the Port Authority of New York and New Jersey over utility billing and on the progress of the Museum s Permit to Occupy. Emily Rafferty began the External Affairs Committee report by providing a recap of media coverage around the five-week commemorative activities surrounding the 25 th anniversary commemoration of the 1993 World Trade Center bombing. She then provided an overview of ongoing discussions about the evolution of marketing for the organization, including balancing the use of the Museum s artifacts with the emotional effects they might cause in future advertising campaigns. Ms. Rafferty then discussed the marketing plan for the upcoming special exhibition Comeback Season: Sports After 9/11, which will include participation of former New York Rangers captain Mark Messier and former New York Giant Michael Strahan. She closed by reporting on 2017 tourism stats and trends from the recently published NYC & Co. Report. Next, Anne Tatlock presented the Finance and Investment Committee ( Finance Committee ) report. Ms. Tatlock noted that the Finance Committee met to review the financial performance in 2017 and 2018 to date and discussed revenue and expense performance in detail. She provided an overview of items approved by the Finance Committee, including the Directors and Officers and Employment Practices Liability insurance policy renewals, as well as a contract for digital fundraising services. Ms. Tatlock then discussed that the organization is considering various investment vehicles and plans to move forward with J.P. Morgan s Managed Liquidity Strategy in the near future. She closed by presenting a request that the Memorial Board approve the fabricator and installation vendor contract for the special exhibition, Comeback Season: Sports after 9/11. Upon motion made and seconded, the following request was unanimously approved by the Memorial Board: Approval of Contract for Special Exhibition Fabricator Kubik Maltbie, Inc. WHEREAS, the Finance & Investment Committee of the Board has reviewed the terms of the proposed contract with Kubik Maltbie, Inc. (the Fabricator Contract ) relating to the 7

8 performance of fabrication and installation services in connection with the 9/11 Memorial s second special exhibition, Comeback Season: Sports After 9/11, and recommends that the Board approve the Fabricator Contract; NOW, THEREFORE, BE IT RESOLVED, that the 9/11 Memorial is hereby authorized to enter into the Fabricator Contract on the terms as described in the materials presented to the Board at this meeting; and it is FURTHER RESOLVED, that the proper officers of the 9/11 Memorial, any one of whom may act without the joinder of any of the others, be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the 9/11 Memorial, to negotiate, execute and deliver the Fabricator Contract and to take any such other action as may be necessary, appropriate or appropriate to effect the foregoing (the taking of such action to be conclusive evidence that the proper officer deemed such action to be necessary, appropriate or advisable). Chairman Bloomberg then asked Craig Stapleton and John Rosenwald to provide the Institutional Advancement Update. Mr. Rosenwald reported on the 2017 fundraising result, detailing fundraising results from each of the organization s major events. He also updated the Boards on the 2018 fundraising year to date, thanking director/trustee Howard Lutnick for cohosting the third annual Corporate Membership Breakfast, and welcoming fellow directors/trustees Paula Grant Berry and Jennifer Glick to the Institutional Advancement Committee. Mr. Stapleton reminded the Board of the upcoming 6 th Annual 9/11 Memorial 5K Run/Walk and Community Day, taking place on Sunday, April 22, 2018, thanking the Boards, as well as the sponsors of the event for their continued support. Chairman Bloomberg then asked Andrew Senchak to provide the Education Committee report. He reported on the recent teacher professional development programs, as well as the Arthur M. Blank Foundation grant that the organization received to support classroom workshops, including free admission of New York City students. Mr. Senchak continued by sharing that the Museum had been certified by the New York State Department of Education as an official sponsor of Continuing Teacher and Leader Education, allowing the Museum to issue credits to teachers for attending workshops. He then discussed that the Education team had been working at the national level as well, expanding the teacher trainings online, and ramping up the organization s presence at the annual meeting of the National Council for Social Studies with workshop offerings and a keynote speech by director/trustee Keating Crown. Mr. Senchak closed by introducing a film that the Education department produced to introduce their programs to teachers. Clifford Chanin provided an overview of the upcoming special exhibition Comeback Season: Sports after 9/11. He discussed the timeline, ticketing, as well as the design and content of the upcoming exhibition. Mr. Chanin walked the Boards through the exhibition, highlighting distinctive moments, tracing the emotional trajectory across the sports world. No further agenda items remained and the meeting was adjourned at 5:06 p.m. 8