World Trade Center Memorial Foundation, Inc. Minutes of a Meeting of the Board of Directors October 5, 2006 A meeting of the Board of Directors of the World Trade Center Memorial Foundation, Inc. (the Foundation ) was held at the offices of American Express, 200 Vesey Street, New York, NY, on October 5, 2006 at 3:00 p.m. Directors in Attendance: Mayor Michael R. Bloomberg, Incoming Chairman John C. Whitehead, Outgoing Chairman Paula Grant Berry Debra Burlingame John P. Cahill Russell L. Carson Keating Crown Christine Ferer (via telephone) Patricia E. Harris Lee A. Ielpi Monica Iken Thomas S. Johnson Robert Kasdin Anthoula Katsimatides Peter M. Lehrer (via telephone) Howard Lutnick Julie Menin Ira M. Millstein Peter G. Peterson Emily K. Rafferty Kevin M. Rampe Thomas H. Rogér E. John Rosenwald, Jr. Andrew M. Senchak Anne M. Tatlock Daniel Tishman Savita B. Wakhlu John E. Zuccotti Honorary Chairman in Attendance: Governor George E. Pataki (via telephone) Also in Attendance: Joseph Daniels, Acting President, WTCMF Jason R. Lilien, Counsel to the Board
Foundation Staff Present: Suany Chough, Senior Planner William Goldstein, Executive Vice President, Design/Construction Alice Greenwald, Executive Vice President for Programs/Director of Memorial Museum David Langford, Vice President, Finance and Administration Jeff Machi, Acting Vice President of Development Anne Papageorge, Sr. Vice President of Memorial Development Lynn Rasic, Vice President, Public Affairs Jonathan Struthers, Vice President, Marketing and Communications Others Present Jim Benedick (Management Resources Consultant) Jim Lewis (President of Lewis Foods) John Whitehead called the meeting to order at 3:10 p.m. He welcomed everyone present and called for a motion to approve the minutes of the July 6, 2006 Board meeting. Upon motion made and seconded, the following resolution was approved unanimously: RESOLVED, that the minutes of the meeting of the Foundation held on July 6, 2006, as presented to this meeting, are hereby approved and all actions taken by the Directors presented at such meeting, as set forth in such matters, are ratified and approved as actions of the Foundation. Next, Mr. Whitehead proceeded with his report to the Board, stating that the most important item on the agenda was the appointment of a new Chairman. He said that it has been an honor to serve as the Foundation s Chairman for the past year and a half, and that the Foundation had accomplished much over this period and is now in a strong position. Mr. Whitehead spoke of the fundraising successes to date, with over $145 million raised from almost 26,000 donors. He stated that the project agreement entered into with the Port Authority had provided the Foundation with clarity on cost and a clear definition of the Foundation s role and responsibilities. He stated that the construction work on the Memorial and Museum had commenced in August, with footings laid in the southwest quadrant of the site. Mr. Whitehead then stated that this was the optimal time for new Board leadership to bring the Foundation through its next phase to complete the capital campaign and finish construction. He stated that the Nominating, Governance and Compensation Committee had recommended the appointment of Mayor Michael R. Bloomberg as Chairman of the Board and Governor George E. Pataki as Honorary Chairman. Mr. Whitehead spoke enthusiastically about the Mayor s nomination as Chairman. He stated that the Mayor had demonstrated tremendous leadership throughout his career in many different roles, from philanthropy to business to government, to Lower Manhattan rebuilding itself. Mr. Whitehead also spoke of the Governor s strong leadership in the rebuilding effort, and said he was confident that the Governor would continue to bring
momentum and success to the project. In concluding his remarks, Mr. Whitehead thanked everyone for the opportunity to serve as Chairman and stated that he would continue to serve as a member of the Board. He then opened the floor for discussion on the new Board leadership. A discussion then ensued among the Board with regard to the appointment of Mayor Bloomberg as Chairman of the Board. The Directors discussed, among other things, the impact that the Mayor s appointment would have on fundraising and on the resolution of outstanding issues concerning the project. Prior to a vote on the Mayor s appointment, Mr. Whitehead asked the Nominating, Governance and Compensation Committee to discuss the nomination of three new Board members so that they could join the vote. Russell Carson, Co-Chairman of the Committee, stated that the Nominating, Governance and Compensation Committee had approved the nominations of the following individuals to serve as Directors of the Foundation: John P. Cahill, currently Secretary to Governor Pataki; Keating Crown, a survivor of the September 11 th attacks on the World Trade Center and Director of Development for Tishman-Speyer; and Andrew M. Senchak, Vice Chairman and President of Keefe, Bruyette, and Woods. Mr. Carson provided background information on each of the nominees and spoke of their ties to September 11 th and the new perspectives that these individuals would bring to the Board. Upon conclusion of Mr. Carson s report, Mr. Whitehead asked for a motion to approve the three nominees. Upon motion made and seconded, the following resolution was approved unanimously: RESOLVED, that to fill vacancies on the Board of Directors, the following persons are hereby elected as Directors of the Foundation, each to serve in such capacity for the term specified in the By-Laws of the Foundation, or until his successor shall be elected and qualified: John P. Cahill Keating Crown Andrew M. Senchak At this point, the three new Directors entered the meeting. Mr. Whitehead congratulated the new Directors. He then called for a motion to approve the election of Mayor Bloomberg as a Director of the Foundation, and his appointment as Chairman of the Board. Upon motion made and seconded, the following resolution was approved: RESOLVED, to fill a vacancy on the Board of Directors, Michael R. Bloomberg is elected a Director of the Foundation, to serve in such capacity for the term specified in the By-Laws of the Foundation, or until his successor shall be elected and qualified; and it is FURTHER RESOLVED, that Michael R. Bloomberg is hereby appointed Chairman of the Board of the Foundation, to serve in such capacity until his successor is duly appointed and qualified or until his earlier resignation or removal. There were two abstentions and one vote in opposition to the proposed resolution.
Mr. Whitehead then called for the motion to approve the appointment of Governor George E. Pataki as Honorary Chairman of the Board. Upon motion made and seconded, the following resolution was approved unanimously: RESOLVED, that Governor George E. Pataki is hereby appointed Honorary Chairman of the Foundation. Mayor Bloomberg then entered the meeting and Mr. Whitehead introduced him as the new Chairman of the Foundation. Mayor Bloomberg stated that he was humbled by his appointment. He thanked the Board and the Foundation for their efforts to date, and praised John Whitehead in particular for all that he has done for the project. Mayor Bloomberg also commented on the Governor s dedicated efforts since 9/11 in rebuilding Lower Manhattan. Next Mayor Bloomberg provided his perspectives on the project. In addition, he announced to the Board that American Express had pledged $10 million to the capital campaign. He also spoke about fundraising in general and in relation to this project, and emphasized his commitment to successfully completing the project. Mayor Bloomberg then introduced Thomas Johnson, Chair of the Executive Committee. Mr. Johnson opened his remarks by congratulating the Mayor on his appointment. Mr. Johnson then discussed certain Foundation fundraising initiatives, and introduced a presentation on this topic. Upon completion of the presentation, Mayor Bloomberg introduced Joseph Daniels, Acting President of the Foundation, to provide his report. Mr. Daniels described the positive momentum the Foundation has experienced since the July Board meeting. He said that the critical elements for building the Memorial and the Museum are now substantially defined and construction on the Memorial has begun. He discussed two photography exhibits regarding 9/11 being sponsored by the Foundation, and a programmatic partnership with StoryCorps that was launched on September 5 th. Mr. Daniels provided examples of grassroots fundraising initiatives, including the 650 mile fundraising walk that four teenagers from Ohio recently undertook. Mr. Daniels also discussed fundraising partnerships formed with sports organizations, such as the New York Jets, the New York Mets and the New York Yankees, and updated the Board on the Foundation s web-based fundraising efforts, including the Cobblestone Campaign. Before concluding, Mr. Daniels spoke warmly of his opportunity to have worked with John Whitehead on this project, and congratulated Mayor Bloomberg on becoming Chairman. At this time, Governor George Pataki joined the meeting via telephone. Governor Pataki thanked the Board for his appointment as Honorary Chairman and congratulated Mayor Bloomberg. He commented favorably on the broad array of initiatives that Joseph Daniels had outlined in his report and on the overall progress the Foundation was making. The Governor thanked the Board for the job it has done to date and said he looked forward to the opportunity to continue to work with the Board in the future. Following the Governor s remarks, Joseph Daniels then proceeded to discuss in detail the Foundation s Project Funding Plan. A discussion among the Board then ensued.
Upon conclusion of this discussion, Mayor Bloomberg called for a motion to approve the submission of the Project Funding Plan to the Port Authority. Upon motion made and seconded, the Board approved the following resolution was approved unanimously: RESOLVED, that the World Trade Center Memorial Foundation Project Funding Plan, substantially in the form presented to the Board at this meeting, is hereby approved for submission to the Port Authority of New York and New Jersey (the Port Authority ) pursuant to the terms of the World Trade Center Memorial Project Agreement previously entered into with the Port Authority, the Lower Manhattan Development Corporation, the State of New York and the City of New York. Mayor Bloomberg next introduced John Rosenwald to present the Development Committee Report. John Rosenwald stated that with the appointment of Mayor Bloomberg as Chairman, he was confident that the Foundation would achieve its fundraising objectives and he commented favorably about this in connection with the recent gift from American Express. He also stated that the Foundation s fundraising successes to date could not have been achieved without the tireless efforts of John Whitehead. Mr. Rosenwald then presented the Development Committee report, referencing materials distributed to the Board members. Mayor Bloomberg next introduced William Goldstein to provide a construction update. Mr. Goldstein discussed the overall construction plan, the review of the design drawings, and the construction activities to date. Next Mayor Bloomberg called on Anne Tatlock to provide the Finance and Investment Committee report. She presented a detailed budget report, referencing the materials presented to the Board members for this meeting. Ms. Tatlock stated that the Committee had endorsed the budget as presented. Chairman Bloomberg then introduced Alice Greenwald to make a presentation to the Board on the vision for the Museum. Ms. Greenwald introduced the topic by discussing her perspectives on the role and purpose of museums generally, and the Memorial Museum in particular. Ms. Greenwald then provided a detailed presentation of the Memorial Museum, discussed its relation to the Memorial and Visitors Center, and the overall visitor s experience. Mayor Bloomberg thanked Ms. Greenwald for her report, and stated that the business on the agenda was now complete. Mayor Bloomberg announced that the next meeting will be held on January 9, 2007. The meeting was adjourned at 5:25 p.m.