Board Book: October Retreat - October 28, 2021 - Minnesota Council on ...
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Board Book: October Retreat October 28, 2021
Contents
Agenda, for review ....................................................................................................................................... 3
Consent Agenda, review for approval .......................................................................................................... 4
Minutes of the August 19, 2021 Board of Directors Meeting .................................................................. 4
Minutes of the October 1, 2021 Special Board of Directors Meeting .................................................... 12
Minutes of the September 8, 2021 Executive Committee Meeting ....................................................... 16
Minutes of the August 12, 2021 DEI Committee Meeting ...................................................................... 19
Minutes of the September 14, 2021 Finance, Administration and Audit Committee Meeting ............. 23
Minutes of the October 7, 2021 Government Relations and Public Policy Committee Meeting ........... 27
Minutes of the September 23, 2021 Program and Annual Conference Committee Meeting ................ 33
September Financials .............................................................................................................................. 36
Board Resolution Language: 2021 Remote Annual Meeting .................................................................. 40
President’s Report, for review ................................................................................................................... 41
2022 Board Slate, review for approval ....................................................................................................... 43
2
Agenda
Board of Directors Retreat
Date + Time: October 28. 2021, 9:00 am – 11:30 am CST, 1:30 pm CST - 3:30 pm CST
Location: Zoom: https://us02web.zoom.us/j/86762837227?pwd=TExlYU9jem1PS1JHQ3lYTTl2WDRNQT09
Meeting ID: 867 6283 7227
Password: 662396
2021 Board • Engage in continuous improvement of MCF’s governance policies and practices
Governance • Provide leadership to the field of philanthropy on issues of relevance to society and
Goals: philanthropic practice
• Make progress toward becoming an anti-racist organization
• Explore strategic planning needs and opportunities
• Ensure MCF’s sustainability through the development of a 21st century membership
model.
Agenda Item Lead Action
Welcome and Introductions 9:00 am CST Aretha Green-Rupert Call to Order
Consent Agenda 9:05 am CST Aretha Green-Rupert Vote to Approve
o Committee Minutes Consent Agenda
o MCF Financials
o Annual Meeting Resolution: Remote Meeting
o Annual Meeting Resolution: Fixed Date for Member
List
President’s Report 9:05 am – 9:15 am CST Susie Brown Report
Board Business 9:15 am – 9:30 am CST
o 2022 Board Candidate Slate Diana Anderson Vote to Approve
Slate
Strategic Planning 9:30 am – 11:30 am CST Mark Sedway and Marissa Discussion
Jackson, The Giving Practice
BREAK 11:30 am – 1:30 pm CST
Strategic Planning 1:30 pm – 3:15 pm CST Mark Sedway and Marissa Discussion
Jackson, The Giving Practice
Executive Session 3:15 pm CST Aretha Green-Rupert
o Planning for President’s Review
o To add items for executive session, please
email Aretha Green-Rupert at
agreenrupert@carlsonfamilyfoundation.org
Adjournment Aretha Green-Rupert Motion to Adjourn
3
Consent Agenda
Minutes of the August 19, 2021 Board of Directors Meeting
Board of Directors
Date: August 19, 2021
Location: Zoom Meeting
Board Members
First Last Present/Absent
Diana Anderson P
Catie Bitzan Amundsen A
Kim Borton A
Ben Cameron P
Jaci David P
Michael Dominowski P
Katy Friesz (Vice Chair) P
Aretha Green-Rupert (Chair) P
Ambar Hanson P
Jennifer Higgins P
Jenny Johnson P
Mai-Anh Kapanke P
Carolyn Link P
Denise Mayotte A
Repa Mekha A
Lulete Mola P
Marcus Pope P
Kate Seng A
Matt Stowell (Treasurer) P
Erik Torch (Secretary) P
Nancy Zallek A
Staff
Susie Brown P
Kristen Cullen P
Camille Cyprian A
Brianna Kocka A
Katina Mortensen P
Paul Masiarchin P
Erin Jordan P
4Welcome
Aretha Green-Rupert, board chair, called the meeting to order at 12:03 pm. The board members met in
small groups and answered icebreaker questions.
Approval of Consent Agenda
ACTION: Katy Friesz made a motion to approve the consent agenda. The motion was seconded by Mai-
Anh Kapanke and was passed unanimously by the board of directors.
President’s Report
Susie Brown shared brief points from her president’s report, sent ahead of the meeting in the board
book. She reported that MCF will not be re-opening its office at this time due to the rise in COVID cases
across the state. She noted that it is possible there will be an all day, in person board retreat on October
28.
Susie reported that 2022 budgeting and projections will begin shortly, and believes there will be second
year in a row positive ending balance.
She reported that the Annual Conference Request for Proposal (RFP) has been released and asked board
members to consider submitting a proposal to present at the conference, which will be held partially in
person and partially remote, in February 2022.
Susie reported that MCF has been doing work around the American Rescue Plan (ARP) Funds, working to
understand what it would take for community foundations, public grant making intermediaries and
CDFI’s to be successful recipients of large amounts of these funds in order to redistribute them in an
equitable way.
The Compensation Task Force’s work has been wrapped up, which Susie noted is meant to be a guide
for MCF to support members with compensation information. This taskforce helped MCF realize that as
an organization, MCF will benefit from developing its own compensation philosophy, which staff will
work on in the fourth quarter.
Susie noted that the Principles for Philanthropy have been released and there will be several
opportunities for member engagement and learning over the next several weeks . She noted that there
has been an overarchingly positive reception, but that there are a handful of MCF members concerned
with the Principles. She reported that MCF is working with those individual member organizations on a
one-on-one basis to hear their concerns and meet their needs, in order to welcome them into the work.
The main concerns that have been raised are: the new principles are more difficult to find themselves in
organizationally and do not resonate in more rural communities; and that some MCF member’s staff
find the Principles difficult to translate to their boards.
Aretha Green-Rupert noted that many board members would be happy to help have conversations with
MCF members related to bringing the principles to various member’s boards. Susie thanked Aretha for
that comment and noted that this type of board interaction is a great opportunity for board
ambassadorship in the future. Susie also shared that there will be Principles for Philanthropy working
groups in the near future, and asked that MCF board members consider signing up as a way to model
how to apply this work in the sector.
5Susie announced that the TOCA final report has been released, and shared that the final report will be
posted to the board portal soon. She also noted that the DEI committee discussed the report last week
at their committee meeting. Susie noted that this report is meant to be viewed as a baseline and to be
seen as an opportunity for growth. She shared that a general area for growth is clear, intentional and
explicit communication practices around anti-racism. She shared that MCF’s openness to conflict was
raised, and that it is important to embrace the realities of conflict in anti-racism work. Susie shared that
it may be important for the board to wrestle with conflict aversion and how conflict should be
approached, and suggested the topic as a future DEI conversation to take place during a board meeting.
Lastly she shared that it is important to tell the story of the TOCA journey, what MCF has learned, where
MCF sees growth, in order to model to others how to step into developmental anti-racism work.
A board member asked if the MCF dues model has been updated and modified since it was previously
rolled out. Susie apologized for the unclear writing in her report, but shared that the model has not
been adjusted beyond the initial changes which occurred and were rolled out recently. A board member
congratulated MCF on recruiting four new MCF members since the last board meeting.
Public Policy Advocacy Agenda Update and Discussion
Katina Mortensen, MCF staff, shared how MCF and the Government Relations and Public Policy
committee creates their annual advocacy agenda, which includes briefings and discussions throughout
the year at each committee meeting, which are then paired with a vote every November on which
additions should make their way into the Advocacy Agenda. The Agenda is then brought to the board for
final approval at the December board meeting. She also shared that the Public Policy Compendium
works in conjunction with the Advocacy Agenda.
Katina shared the current 2021 Advocacy Agenda, which was sent ahead of the meeting. She shared that
MCF has done a lot of work to transition from census work to redistricting work, as a part of the
overarching democracy work that is highlighted in the Agenda. She reported that census partners have
been transformed into redistricting partners, noting that it was important to continue those coalition
relationships, as those who are typically in underserved and undercounted communities should also be
the voices that are heard in any redistricting effort post-census. She reported that May Yang, MCF staff,
has been deeply engaged in this work. She also reported that community mapping projects have been
important to this work, noting final maps will be developed in February 2022. Looking forward, MCF is
interested in communicating the importance of fairness in redistricting maps that take into account
historically underserved and underrepresented communities, which are often communities of color. She
also shared the importance of thinking about civic engagement infrastructure throughout the state of
Minnesota, and using these past opportunities to build future infrastructure and create and maintain
coalitions in order to keep working on important democracy work in future years.
Katina shared an update on equitable economic and disaster recovery work, including that MCF has
joined the MN Budget Project in the Together We Rise campaign, which is focused on ensuring that the
state of Minnesota has an equitable budget in order to meet recovery needs statewide as it relates to
revenue dollars and the state budget. She shared that MCF has done work advocating for a well-funded
state-wide disaster recovery system. She also shared that this work has been a balance of advocating for
the sector, advocating for nonprofits, and advocating for a Nonprofit Recovery and Resiliency Fund
through federal dollars given to the state of Minnesota.
6Katina shared that MCF participated in Foundations on the Hill, an annual conference and opportunity to
advocate for the philanthropic sector federally. She reported this conference occurred virtually this year.
One area of advocacy was focused on supporting the universal charitable deduction. She reported that
three Minnesota delegates signed onto this bill as a result of these meetings. In addition, MCF spent
time late in 2020 and early 2021 related to private foundations giving money to donor advised funds and
creating a reporting requirement at the state level. This proposal was brought by the Minnesota Council
for Nonprofits; MCF did a significant amount of member engagement related to this work. Katina noted
that this work was never introduced at the legislature. She reported that MCF has now been focused on
the Accelerating Charitable Efforts Act (ACE Act) in order to engage MCF members around this work to
better understand their thoughts on it.
A board member thanked MCF for its continued strength in its democracy work. A board member asked
how the composition of stakeholders has changed since the onset of COVID-19. Katina shared that MCF
has stable partners through United Ways of Minnesota, Greater Twin Cities United Way, and the
Minnesota Council for Nonprofits, among others. She reported that partnerships have deepened over
the last 15 months. She reported that other community partners have had to step in and out of this
work during the pandemic, and that some nonprofits have been hit harder economically due to COVID.
A board member asked if MCF has taken a stand on preserving 5% as the minimum requirement for
endowments, or advocated increasing that number to higher levels. Katina shared that MCF does not
have a position on raising the minimum payout beyond 5%. She suggested that MCF would encourage
members to give more but noted that there is likely member hesitation around a mandated increase in
giving requirements.
A board member asked what the impact of the elimination of SALT taxes and individual returns has
meant for charitable giving, and if individual tax reform has become part of the discussion within
broader philanthropy. Katina shared that MCF has not seen a lot of information on this, but noted that
higher tax states have been working to repeal this. She imagines this would impact giving for individuals
who are itemizing, as it is harder to become an itemizer with the SALT tax in its current form.
A board member shared that it might be interesting for MCF members to run percentage simulations to
better understand their sweet spot for giving, anywhere from 3% to 8%, in order to both maintain their
endowments while also being able to give at a higher rate. Katina shared that the Council of Michigan
Foundations have done a study around this work and encouraged board members to look into this work.
Philanthropy Reform and ACE Act Discussion
Katina Mortensen shared that MCF anticipates that philanthropy reform will be of ongoing interest, and
there will be a variety of topics over time to be aware of. She shared an overview of the ACE Act, which
was sent ahead of the meeting for review. She noted that the ACE act largely focuses on changes for
donor advise funds (DAFs) and private foundations. DAF changes focus on swifter payout, with two
proposed adjustments: a 15 year DAF payout that would give an immediate charitable tax incentive to
donors, or a 50 year payout that would have tax incentives which would occur incrementally over time.
Katina shared that the ACE act also has a section specifically related to community foundations, defined
as a foundation which cover four states or less, and have 25% or more of their assets outside of DAFs.
She shared that all DAFs at community foundations that are less than $1 million dollars would see no
changes, and those over $1 million dollars would need to include a 5% minimum annual payout, as
7opposed to the 15 or 50 year DAF proposition. There is also a penalty created for those who do not
payout within the proposed parameters. Katina shared that DAF funds would no longer count toward
the Public Support Test.
Related to private foundations, any dollars spent on family members would be allowable but would not
count toward a 5% payout minimum. The ACE act would require private foundations who give to DAFs
not have those funds counted toward their 5% unless those funds are spent in the same fiscal year.
Finally, increased giving would be incentivized, noting that any private foundation that pays more than
7% would not have to pay the private foundation excise tax; as well as any private foundation that plans
to spend down within 25 years
Katina led board members in an anonymous jam board activity to discuss which provision were
worrisome and which were acceptable or positive.
Themes that arose included: community has expectations to be ethical stewards of funds, but
philanthropy has low accountability, it is important that the sector discuss these adjustments; broad
brush across philanthropy does not often work well, not all DAFs are hoarding dollars; important to
remember when DAFs work well, and when they do not work well; best to understand how these dollars
are tied up long term versus short term, how to be best stewards of dollars as generational equity;
uniform point of view is difficult to come up with.
Katina requested that board members read a Star Tribune article related to the ACT Act which was
included in the board book, noting the article is well balanced and shows both side’s perspectives
related to this issue and philanthropy reform at large. She shared that MCF is working to understand
how specific provisions of the ACE Act would impact MCF members, both positively and negatively. She
also noted that MCF’s desire is to have a nuanced approach so that the organization can appropriately
represent the field and its membership in the circumstance that legislation moves forward. She also
shared that MCF’s desire is to be able to be a resource to the Minnesota Congressional delegation, and
to be a thoughtful participant in the national dialogue through her role on the policy committee of
United Philanthropy Forum.
A board member noted that if most DAFs are giving above and beyond the 5%, then this conversation
should not be seen as scary. They noted that protection of endowments for endowment’s sake should
be examined. They also noted that many foundations have recovered from the 2008 market crash, but
that many community members have not, and that dollars should not be hoarded but rather given to
communities in a timely matter.
A board member noted that the ACE Act is a result of limited accountability within philanthropy, and
that these reforms are a call to the sector from those outside, as well as from nonprofits who are often
supported by foundation dollars, to listen and hear the importance of how philanthropy reform is
essential to justice and equity. They noted that while there may be specific legislation issues with the
ACE Act at large, it is important for philanthropy to pay attention to this moment and be willing to hear
how, where, and why reform is necessary.
The board was split into breakout rooms and discussed how philanthropy reform connects to MCF’s
anti-racism framework at large and its purpose of promoting prosperity and equity.
8Board members shared out their responses, including: there is an overwhelming interest to protecting
the status quo and the system is inherently broken, specifically related to wealth building; there is merit
in this piece of legislation to create accountability, but that the narrative that the legislation points a
finger at donors is problematic and complicated; board members need to understand their talking
points related to MCF not taking a position on the ACE Act; different community foundation and DAFs
operate differently; transition to a DAF has helped some foundations give more strategically; as
communities of color begin to receive greater sums of money, changing legislation and endowment
rules now feels misguided and controls BIPOC access to funds that traditionally have been accessible to
primarily White populations, which is problematic; important to educate around DAFs; perpetuity for
foundations, what it looks like, and how it is earned; important for MCF to understand that different
members and foundation types will have a different perspective on this bill.
Katina shared that MCF has taken no formal stance on this bill and has been instead participating in
member engagement to help understand and be a resource for the membership at large. She noted
that the bill is static, but that if it begins to move in legislation, MCF will be a resource to bring concerns
forward to those in Congress while also advocating for a nuanced perspective and various provisions as
necessary.
Susie Brown, MCF President, noted that it is important for MCF to be able to discuss the nuances within
this bill, and that it is better to not take a strong position currently, but that MCF will provide board
talking points related to this flexible position.
Aretha Green-Rupert requested that MCF staff create a space for further conversation related to this in
the future.
Break
The board took a five minute break.
Strategic Planning
Susie Brown shared context about MCF’s strategic planning process. She announced that this will not be
a complete organizational overhaul, but a refresh. She shared that the last strategic plan was done in
2016, and that there was an organizational overhaul in 2019 which re-oriented staff roles and many
organizational functions. She shared that the last 1.5 years has been impactful, which has included
trying many different approaches to MCF work and projects, and that this strategic planning process will
now help MCF understand what the next phase is organizationally, built on top of the important work of
the last year and a half. Susie shared that the strategic plan will help bring clarity of MCF’s role with both
membership and the community at large, it will help MCF understand its value and areas of focus, and
how to better fit into the ecosystem of philanthropy serving organizations (PSO’s).
She shared that this work will begin in October of 2021 and conclude in June of 2022.
Susie reported that MCF received approximately 30 proposals, eight of which would be interviewed.
Susie asked if any board members would be willing to help with the interview process, along with her
and the executive committee. She shared that the new consultant will be chosen in early September,
and will participate in the October board retreat.
9Aretha Green-Rupert shared that the executive committee helped review all proposals and created a
scoring rubric to help determine who rose to the top.
Susie led the board through a ten minute jam board session, asking four questions related to the
strategic planning process.
Board members were asked to share comments as they wished. Comments included: virtual meeting
exhaustion and how that applies to the planning process and overall engagement; important to
understand the definition of “refresh” and understand the level of boldness that MCF and it’s board
wants to engage in; don’t include strategic plans that are non-operational or not able to be amended
given the current state of various workplace environments. Susie shared that the jam board feedback
will be shared with the future consultant. She thanked the various board members for their willingness
to help execute interviews in the coming weeks and noted she will be in touch with various board
members about interview availability.
Board, Committee and Officer Recruitment
Aretha Green-Rupert shared that board recruitment will begin shortly. She shared that there will be four
board members who will retire at the end of 2021, which leaves four board seats open for 2022. She
shared that there are a handful of committee chair positions open, noting that there will be two board
officer positions open which will be a part of the executive committee. Officer positions that are open
are: secretary and vice chair. She noted that Matt Stowell will continue as treasurer, and that Katy Friesz
is interested in being chair, should they be elected.
Aretha noted that the board has in the past had the chair role stay on for two years, but that she will
step down after one year in order to allow for the richness of other board members to step into
leadership positions, while also creating a more consistent board officer flow for the future of the board
overall, within one or two terms.
Aretha welcomed board members to reach out to Susie Brown, Diana Anderson, Governance Committee
Chair, or herself, if they have interest or questions related to a board officer position.
Susie Brown asked board members to consider recommending a peer in the field to serve on a
committee or to join the board. She announced that the board and committee application is open, as
well as a peer recommendation form.
Susie shared that general priorities for recruitment, which include: male or nonbinary board members;
BIPOC, specifically American Indian board members; large or family foundations; and arts or
environmental funders.
A board member raised concerns about lack of recruitment for greater Minnesota members in this
year’s effort. Susie shared that there has been significant recruitment in the last two years for greater
Minnesota board members, but always welcomes those from greater Minnesota to apply.
DEI Discussion
Mai-Anh Kapanke, board member and DEI Committee Chair, led a committee discussion around MCF
and its relationship and proximity to community. Aretha Green-Rupert noted that this conversation
should and will flow into future strategic planning conversations.
10Mai-Anh led the board through polling questions, and board members asked various clarifying
questions. Board members shared their responses in the chat.
Board members discussed various aspects of community accountability and who MCF’s constituents are.
Others noted that community accountability should be a component of MCF’s future strategic planning
effort. A board member noted that it is important to listen to wider community beyond just nonprofits
and foundations. They also noted that foundations may be MCF’s more direct target for accountability
as it relates to equity and justice, but that that work must be informed by the broader community at
large.
A board member noted that a role of a service organization is a combination between leadership and
support of its constituents. Another board member noted that various philanthropy serving
organizations (PSOs) often know their way around writing grant applications, which often causes direct
competition with the nonprofits and charities that MCF’s members serve.
Mai-Anh closed the conversation, noting that this work will be a part of MCF’s future strategic planning
process. She also noted that it will be important to define MCF’s primary and secondary audiences. She
thanked the board for their various perspectives which were shared.
Executive Session
The board excused MCF staff members and met in executive session.
Adjournment
Aretha Green-Rupert adjourned the meeting at 3:00 pm.
Minutes Respectfully Submitted by:
Brianna Kocka, Governance and Operations Manager, 9/20/2021
Approved by:
Erik Torch, Secretary, 09/23/2021
11Minutes of the October 1, 2021 Special Board of Directors Meeting
Board of Directors
Date: October 1, 2021
Location: Zoom Meeting
Board Members
First Last Present/Absent
Diana Anderson P
Catie Bitzan Amundsen P
Kim Borton P
Ben Cameron A
Jaci David P
Michael Dominowski P
Katy Friesz (Vice Chair) P
Aretha Green-Rupert (Chair) P
Ambar Hanson P
Jennifer Higgins A
Jenny Johnson P
Mai-Anh Kapanke P
Carolyn Link A
Denise Mayotte P
Repa Mekha A
Lulete Mola P
Marcus Pope P
Kate Seng P
Matt Stowell (Treasurer) P
Erik Torch (Secretary) P
Nancy Zallek P
Staff
Susie Brown P
Camille Cyprian P
Brianna Kocka P
Katina Mortensen P
Paul Masiarchin A
Erin Jordan P
12Welcome
Aretha Green-Rupert, board chair, called the meeting to order at 10:03 am.
Approval of the August 19, 2021 Board Meeting Minutes
ACTION: Ambar Hanson made a motion to approve the minutes of the August 19, 2021 board meeting.
The motion was seconded by Katy Friesz and was passed unanimously by the board of directors.
Review MCF ACE Act Approach and Position Statement
Katina Mortensen presented a PowerPoint to the board related to philanthropy reform, the ACE Act,
and MCF’s perspective on these issues. She noted that MCF is working to achieve a nuanced perspective
of these issues, as well as talking points for board members. She also included that the ACE Act is one
proposal being considered now, and that there could be other philanthropic reform proposals in the
future. Because of this, MCF would like to have a broader statement on MCF’s approach to philanthropy
reform.
Katina noted that the ACE Act was introduced in June of 2021. MCF has since had many months of
member engagement around this legislation, while also engaging with national partners, other
philanthropy serving organizations (PSOs).
Katina gave a high level summary of MCF’s statement, including: to approach reform in MCF’s purpose
of promoting prosperity and equity, the Principles for Philanthropy, and MCF’s commitment to being an
anti-racist organization; to seek to understand the ultimate impact of the proposed reforms and their
potential impact to promote prosperity and equity; and to be thoughtful partners in considering how
positive reforms can be actualized in a successful and manageable way.
Katina noted that MCF has not given a wholesale “yes” or “no” to the ACE Act, specifically. She reviewed
both promising and concerning topics in the act itself. She noted that as MCF has gathered input it has
become clear that some members and board members are seeking a statement or position from MCF.
Denise Mayotte and Jaci David, Government Relations and Public Policy Committee Co-Chairs led the
board in a robust discussion on MCF’s proposed statement.
A board member asked clarifying questions about the PowerPoint slides, specifically related to DAF’s
and private foundations. A board member noted that MCF’s statement is intended to be nuanced.
A board member asked if MCF has a plan for distribution related to this statement. Katina shared that
there is no immediate communications plan as of yet, and that she looks forward to the MCF board’s
discussion and decision before any communications plans are made.
A board member noted that it feels like the board has not come to a conclusion about its stance related
to the ACE Act, and does not feel comfortable making a decision related to this statement. Jaci David
clarified that today is meant to be a time to discuss this proposed statement in order to decide if MCF is
ready to make a statement.
Jaci David reported that the statement itself notes that MCF is not for or against the ACE Act.
A committee member shared that it feels MCF is getting too specific in its statement related to the ACE
Act itself, and that it would be beneficial to be broader. They also shared that they have a personal
13concern about the provision related to whether pay to family can be counted in the 5% payout rate.
They also noted that the word “nuanced” should be changed to “important.”
Multiple board members felt that this statement focused too much on the ACE Act, and shared that if
MCF’s goal is to begin to position itself for broader philanthropic reform, that the organization should
re-write this statement with that focus.
Others noted that they liked the statement and felt that it was useful because it was broad. They felt
that there could be a stronger call to action.
Others noted that it is important to use more specific and clear language in order to mitigate any
possible public relations issues, while also taking philanthropy reform seriously. They noted that timing
is everything.
Susie Brown, MCF President noted that MCF staff are listening closely in order to operationalize the
results of this board conversation. She offered a handful of other approaches, including: sharing
member learning around philanthropy reform and ACE Act issues; creating a higher level statement
related to philanthropic reform only; and/or speaking about the ACE Act when it appears to be actually
moving forward in Congress.
Denise Mayotte shared that it is important to come to a conclusion related to this statement.
A board member noted that in the anti-racism space the concept of neutrality is considered impossible,
and that if MCF is aiming to be anti-racist, that is important to keep in mind.
A board member noted concern that this statement is made up of concerns from MCF members without
taking into account the impact of philanthropy on the broader community.
Many board members agreed that the approach to share MCF’s learnings around engaging members on
the ACE Act.
Susie Brown shared that there is no interest in being neutral in the ideas of philanthropy reform, and
that it may be helpful to separate the issue of reform from the ACE Act.
A board member noted that this statement is not in a place to be advanced. Others noted that this work
could intersect with MCF’s current Principles for Philanthropy working groups.
A board member commented that a short statement that is high level, general, and focused on the
complexity and realities around equity and racism would be useful.
A board member shared that it would be important for MCF to understand neutrality as it relates to
public policy. Others commented that neutrality can sometimes be used as a strategy and should not be
wholesale removed as a communications tactic.
Aretha Green-Rupert, Board Chair, reported that it is clear the board is not ready to make this statement
as is and deferred a vote to adopt this statement. She noted that MCF staff will begin to work on other
options and next steps.
Adjournment
Aretha Green-Rupert adjourned the meeting at 11:00 am.
14Minutes Respectfully Submitted by:
Brianna Kocka, Governance and Operations Manager, 10/12/2021
Approved by:
Erik Torch, Secretary, 10/13/2021
15Minutes of the September 8, 2021 Executive Committee Meeting
Executive Committee
Date: September 8, 2021
Location: Zoom
Attendance: P = Present A = Absent
Member Attendance Q1 Q2 Q3 Q4
Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec.
Aretha Green-Rupert P P P P P P P P
Katy Friesz P P P P P P P P
Matt Stowell P P A P P P P P
Erik Torch P P P P P P P P
Staff Attendance
Susie Brown P P P P P P A P
Brianna Kocka P A P P P P P P
Guest Attendance
N/A
Call to Order, Welcome and Icebreaker
Aretha Green-Rupert, Board Chair, called the meeting to order at 1:09 p.m.
Approve Minutes of the August 4, 2021 Executive Committee Meeting
ACTION: Katy Friesz made a motion to approve the minutes of the August 4, 2021 Executive Committee Meeting.
Erik Torch seconded the motion. The minutes were passed unanimously by the committee.
ACE Act Discussion
Susie Brown, MCF President, announced that Katina Mortensen, MCF staff, along with the Government Relations
and Public Policy Co-Chairs have created a plan for additional board discussion of the ACE Act. She reported that
Katina is working to create a document that will explain MCF’s view on this topic as it relates to MCF’s original
founding mission statement in contrast to MCF’s renewed vision to promote prosperity and equity. Susie
announced that there will be an additional one-hour board meeting for MCF board members to learn about this
topic, which will then include a board vote on MCF’s position statement. Brianna Kocka, MCF staff, is working to
find a date for this meeting to occur and will send to the board as soon as possible.
MCF Board Officers Recruitment Discussion
Brianna Kocka, MCF staff, announced that there are two committee applications, one board application, and two
peer recommendations.
Aretha Green-Rupert, Board Chair, reported that there has been light interest in future board officer roles. She
announced that the positions open are: vice chair and secretary.
Committee members discussed important characteristics for the future executive committee, which included:
BIPOC representation, rural representation, and community foundation voice. They also included that having
various and different points of view, and people who are comfortable with disruption, would be important in the
future executive committee, while also understanding the neutrality that can be necessary in leadership roles.
16Susie Brown shared that these leadership positions should be framed as an opportunity to lead in the field, among
peers.
The committee looked over the MCF board matrix and discussed various candidates that could be approached who
are currently on the MCF board. A committee member commented that it is important that any future candidate is
doing this work in service to the field, as opposed to in service to themselves only. A committee member
commented that it is important to establish vice chair and chair roles and how they are inter-related, if one leads
to the next, or if it is possible to be vice-chair if not interested in serving as chair.
Future action plans were discussed; Aretha and Susie noted that they will make a plan to approach various board
members about future officer positions.
Strategic Planning Consultant Discussion
Aretha Green-Rupert and Susie thanked executive committee members for their help in the strategic planning
proposal review and interview process. She noted that four board members helped with the interview process.
Aretha discussed how MCF will pay for future strategic planning. She noted that MCF is likely to have a positive
year-end balance that might be used toward this work. She noted there are two approaches: MCF to fully cover
the cost as part of infrastructure building, or bring this work to the philanthropic field to ask for funding. She also
noted that there could be a combination of the two. Susie Brown noted that she projects MCF will have a strong
year end and even if the consultant with the highest fees was hired, MCF could pay for it this year and still have a
surplus at year end. Susie noted that she and Aretha had a previous discussion about when to ask MCF members
for grant support, and have decided that this may not be the right fit, but that any future projects that come out of
the strategic planning work may be an opportunity to ask the membership for financial support.
A committee member commented that they do not see a problem with MCF absorbing the consultant fees into the
2021 budget. They suggested that it may be useful to approach a handful of large foundation CEO’s as they often
have flexible funds that they can contribute in moments like this.
Others commented that if MCF can cover this cost, the organization should, in order to save future financial asks
for other types of projects.
The committee decided to pay for the strategic planning consultant out of the 2021 budget surplus.
Susie thanked the committee for their help in the interview process. She shared information on each of the eight
candidates that were chosen for interviews, which was shared in writing and sent ahead of the meeting. She noted
that there were a handful of clear leads, a handful of “maybes,” and a few that were clear “no’s,” based on fit.
Susie welcomed the committee to share their thoughts related to the candidate interviews openly as they felt
necessary. After giving an overview of all eight candidates, Susie reviewed the top two candidates and shared
feedback she received from references.
The committee discussed if any of those who did not make it to the top tier should be bumped up for
consideration in the top tier. One committee member suggested bumping one group, and other committee
members agreed. The committee then discussed all three consultants in order to decide who to best move
forward with in the future.
17A committee member commented that they have a conflict of interest related to one of the candidates, as they
are on the candidate’s Audit Committee. They noted that they will recuse themselves from the vote if they appear
to be in the lead.
A committee member commented that it is important that whichever consultant is chosen, they must be humble
and diplomatic in their process.
The committee asked for Susie and the MCF communications team to create talking points related to who was
chosen for this work, in the circumstance that any board member is asked why one consultant was chosen over
the other.
ACTION: Erik Torch moved to vote to invite and hire The Giving Practice as the finalist in the strategic planning RFP
process. Katy Friesz seconded the motion. The motioned passed with Matthew Stowell abstaining from the vote.
Susie Brown announced that she will reach out to The Giving Practice, as well as those who will be declined. She
also announced that she will work with Aretha to write a statement to be sent to the board of directors. Susie
announced that she will have further conversations with additional references she has already contacted for The
Giving Practice in order to better understand their engagement style.
Adjournment
Aretha-Green Rupert adjourned the meeting at 2:32 pm.
18Minutes of the August 12, 2021 DEI Committee Meeting
DEI Committee
Date: August 12, 2021
Location: Zoom
Attendance: P = Present A = Absent
Member Attendance Q1 Q2 Q3 Q4
Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec.
Stephanie Andrews P P P
Paul Bachleitner P P P
Russell Betts P P P
Michael Dominowski A P A
Andrea Duarte-Alonso P P A
Katy Friesz P P A
Dana Jensen P P P
Mai-Anh Kapanke P P P
Denise Mayotte P P A
Repa Mekha P P A
Kary Sciortino Johnson P P P
Becky Stibbe P P A
Ambar Hanson P P P
Judson McNeil P P P
Staff Attendance
Susie Brown P P P
Camille Cyprian P P P
Brianna Kocka P P P
Guest Attendance
N/A
Call to Order, Welcome and Icebreaker
Mai-Anh Kapanke, DEI Committee Chair, called the meeting to order at 10:04 am. She gave an overview of the
work of the committee and led an icebreaker.
MCF Organizational Assessment Review
Camille Cyprian, Director of Diversity, Equity and Inclusion, gave a high level debrief of the TOCA data, which was
sent to the committee ahead of the meeting.
Camille reviewed the demographics of those who participated in the assessment, including which stakeholders
participated in the assessment, as well as gender and race breakdowns. Camille noted that gender would not show
up in the deeper summary of the data. Camille reported that due to the higher number of board members and
staff completion, results will skew toward those affiliates. She also noted that those who completed the survey
have been connected to MCF in some capacity between zero to five years. Camille then reviewed the deeper
results and explained how to read and review them.
19Camille welcomed the committee to ask any clarifying questions. One committee member asked if the consultants
were concerned about the level of participation. Camille shared that the consultants were not concerned with the
completion rate. Susie Brown, MCF President, noted that the consultants were brought in for specifically to help
analyze the results, and were not present for the entire assessment taking process and did not have any
benchmarks for MCF organizationally due to this.
MCF Organizational Assessment Discussion
Camille Cyprian led the committee in a discussion related to the TOCA, with three prompt questions: what do you
see; what do you think; what do you feel?
Committee members asked Camille to share about her perception of response rate, to which she responded that
she was disappointed with the response rate. Another committee member shared that they were disappointed
that there was not 100% completion rate by the board.
A committee member commented that it may be interesting to look into assessment abandonment rate due to the
length of the survey. They also encouraged MCF to consider creating a shorter version for those who did not
complete it in order to gather more data for future strategic planning work. A committee and board member
responded that the MCF board has made a commitment to do anti-racism work, and should take responsibility for
not completing the survey as they agreed to do A committee member also agreed that those who are on
committees should have had a higher completion rate. There was a curiosity as to whether the low response rate
shows a resistance to the anti-racism work, as well as a lack of clear communication about the importance of anti-
racism work at a committee level. Others commented that the low completion rate makes it hard to know how to
move ahead with this work.
Susie Brown, MCF President, noted that MCF learned through this process its need to be more explicit about the
survey process by creating clearer communications around how to participate in the survey. Susie commented that
she was pleased with 100% staff completion, and disappointed that the full board and committees did not
complete the survey when asked.
Others commented that it was hard to complete the survey as they didn’t know where to find a lot of the answers
on the MCF website and were unclear if they should be looking at the website to begin with.
A committee member shared that it was encouraging to see that overall MCF is moving in the right direction.
They also commented that 50% of respondents discouraged conflict and shared that that was disappointing as
conflict is an inevitable part of moving forward with anti-racism work. Others commented that they were
encouraged with the number of BIPOC respondents. It was also commented that it may be important for MCF to
sort through how to best approach normalizing conflict and healthy communication.
A committee member commented on the use of “unsure” throughout the assessment results, and questioned
whether unsure was truly unsure, or if it is the equivalent of “I’m unsure I want to share.” It was also shared that
“unsure” could be viewed as “I don’t like any of the choices you are giving me.”
Others commented that it is important to understand who MCF’s audience is, while also getting more explicit and
intentional with language around anti-racism through MCF communications. It was also commented that it is
important to make sure everyone has a place at the table while also creating a space for developmental learning.
20A committee member commented that “unsure” should be taken at face value, and that those who answered this
way present an opportunity to have those who are unsure become those who are a “yes” or “no” through better
communication tactics. It was also commented that prioritizing how to move individuals from “unsure” to “yes” or
“no” will be imperative work which needs to do in the future.
Susie Brown shared that MCF’s audience is the broader MCF membership and is committed to leading by example
and must learn to be more explicit in its communications. She also noted that while the audience is primarily the
membership, that the other audience is MCF staff and board. Susie shared that at the board and staff level, MCF
must create space to share truth, ask deep questions related to anti-racism, create safe spaces, and not shy away
from conflict.
Camille asked the committee to reflect on what opportunities they are seeing, and what or where MCF should
prioritize moving forward.
A committee member shared that it is important to think about how MCF relates to the nonprofit community, as
they are watching what MCF is modeling and how it relates to the philanthropic sector. Others commented that
MCF has the opportunity to do education and communications around this work. They also encouraged MCF to
consider doing external blog writing to raise visibility publicly.
A committee member commented that creating a road map between moving from a report to greater learning
would be an important toolkit for those in the field. Others shared that there is an opportunity to use the annual
meeting and/or annual conference to dig into this topic with the membership. Camille commented that there are
tools to be used to help better understand and work through conflict that MCF should consider using in the future.
A committee member commented that it is important to consistently communicate and examine board and
committee recruitment and communications in order to have an equitable recruitment process and true
representation through MCF governance.
Another committee member commented that there is an opportunity to reset and embed anti-racism in MCF’s
future work. Susie Brown commented that she agreed and with this approach and is excited about the future of
this work.
Approve Minutes of the May 27, 2021 Minutes
ACTION: Russell Betts moved to approve the minutes of the May 27, 2021 DEI Committee Meeting. Dana Jensen
seconded the motion. The minutes were passed unanimously by the committee.
MCF Employee Handbook Update
Susie Brown, MCF President, updated the committee on MCF’s employee handbook update process. She reported
that Camille will be taking the lead on the employee handbook update and has brought the past DEI Committee
conversation around PTO and holiday time to the MCF staff. Camille will continue to bring vital pieces of the
conversation to MCF staff throughout the process and will likely not continue to have the DEI Committee involved
at a deeper level going forward. Camille plans to have the final refreshed handbook done by the end of 2021.
Principles for Philanthropy
Susie Brown shared that the Principles for Philanthropy were released a month ago. She shared that MCF is
extremely excited about this work, in that it invites people in the field into important work through a
developmental lens. She shared that some MCF members have expressed their displeasure with the new
Principles, and that MCF is working with those members to help them along the way. Susie also reported that
21there are practice groups being formed that are meant to help MCF members along their development journey.
Susie encouraged committee members to consider joining a practice group.
New Business
Susie Brown shared that there will be an update to the definition of membership in the MCF bylaws. She shared
that the Governance Committee is aware of the TOCA and wants to ensure inclusion and awareness related to
anti-racism in the update of the bylaws definition. Susie shared that MCF board member Catie Bitzan-Amundsen
will work as the legal drafter and pro-bono attorney to make these updates, and the new definition will be brought
to the membership at the Annual Meeting in December 2021 for a vote.
Adjournment
Mai-Anh Kapanke adjourned the meeting at 11:30 am.
22Minutes of the September 14, 2021 Finance, Administration and Audit Committee
Meeting
Finance, Administration and Audit Committee
Date: September 14, 2021
Location: Zoom
Attendance: P = Present A = Absent
Member Attendance Q1 Q2 Q3 Q4
Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec.
Tessa Wetjen P N/A N/A
Dana Jensen P P A
Greg Keane A A P
Matt Stowell P P P
Nathan Wade P A P
Megan Wolle P A P
Daniel Lemm P P A
Caryn Thor Lesser P P A
MCF Staff
Susie Brown P P P
Patricia Starks-Faggett P P P
Brianna Kocka A P P
Guests
Deb Nelson, Eide Bailly P
Shelby Lloyd, Eide Bailly P
Maria Schwingler, Eide P
Bailly
Welcome and Introductions
Matt Stowell, FAA Committee Chair, called the meeting to order at 3:03 pm. He asked committee members for any
additional topics, of which there were no additions.
Approval of Minutes of the March 2, 2021
ACTION: Nathan Wade made a motion to approve the June 1, minutes. Matt Stowell seconded the motion. A
committee member raised a question related to a material weakness in the audit stated in the previous meeting
minutes. Matt Stowell explained a recording issue with a restricted grant that was raised during the audit, as well
as issues raised with financial statement processing due to the organization’s size. The committee voted to
unanimously approved the minutes.
DEI Update
Susie Brown gave a brief DEI committee update, including that the DEI Committee reviewed the in depth TOCA
results at the latest meeting. She shared that 100% staff responded to the TOCA; that there was medium board
response, and light committee response. Susie shared that Camille Cyprian, MCF’s Director of Diversity, Equity and
Inclusion, will work to bring the survey results into the organization going forward.
Susie shared that she feels MCF received important information via the TOCA, but that much of it was not deeply
surprising in the results. She shared that the results from the TOCA showed that MCF needs to work on its explicit
23communications around DEI and anti-racism going forward, as well as considering the ways that conflict arises and
is handled at MCF. Susie also shared that there is an opportunity for MCF to share its story related to the TOCA
results as a way to communicate organizational learning and model this type of work for members.
A committee member noted that Susie may hear from corporate business partners related to the Ron McKinley
Philanthropy Fellowship and how pipeline talent relates to bringing BIPOC individuals into the philanthropic sector.
July Financials, Year to Date Financial Outlook and Forecast
Matt Stowell presented MCF’s July financial statements and gave a high-level overview of the financial outlook. He
reported that MCF’s revenue is up due to robust administrative fees from intermediary work and higher than
expected grant revenues. Member dues are strong and are at 99% of budget as of July. Member dues receivables
are up mainly due to timing. Matt shared that administrative fees are up as well; they were budgeted at $100,000
but due to increased intermediary work came in at above $300,000. Program event revenues are down relative to
budget, but related expenses are down as well. Travel costs are extremely low as well. Matt shared that the
combination of pandemic sensitive costs as well as additional revenues have brought MCF to a strong financial
position.
Susie Brown shared an early year end forecast which is based on July financials. She reported that the overall
forecast looks healthy, with a current projection of an almost $300,000 surplus, but noted that this could change
substantially before year-end. There will not be a lot of additional revenue, but there will be more funds coming in
through grants that will be immediately spent for redistricting. Susie shared that it is likely there will not be further
intermediary administrative fees for the remainder of the year. MCF expects a bit of ad income before the end of
the year, but is not expecting additional changes in income before year-end. Susie shared that contracted services
related to possible website updates will be done internally, so any budgeted money for that process will be applied
to MCF’s strategic planning process.
A committee member asked if MCF is fully staffed, to which Susie replied that it is, based on the current staffing
model that was developed in 2019.
2022 Budget Process
Patricia Starks-Faggett, MCF Finance and Administrative Manager, updated the committee on the 2022 budget
process with a document that was sent ahead of the meeting. She shared that MCF is on target for the month of
September, which included presenting the process to the MCF staff earlier this week. October will result in various
departmental budgeting, with a proposed budget going to this committee at the end of October in preparation for
the November 9 meeting. She shared that if the budget is approved by this committee, it will be sent to the MCF
board for approval by December 9, 2021, with a possibility for an electronic or phone vote if needed.
Susie shared that MCF has hired The Giving Practice to help with a strategic planning process, which could lead to
potential organizational change in 2023, but that currently there is no planning for significant changes in 2022. She
shared that the PPP loan was applied partially to the MCF budget in 2021, with the remining 50% to be applied in
2022. Susie shared that there is a new dues model going into effect this year, and noted that it is possible there
could be changes to dues revenue received in 2022, which could inform budgets in future years.
Finance Policy Discussion
Matt Stowell updated the committee that much of the finance policy updates live with MCF management, as
opposed to governance, but noted there are a few items that are important to discuss as a committee.
Susie commented that with MCF’s new accounting software, the organization is able to have much more robust
reporting, and asked the committee what financial statements should be standard for the committee and board to
receive.
24Committee members discussed which financial statements and reports to include, and discussed the possibility of
including a statement of cashflow. Other committee members agreed that adding too many more statements
would likely be unhelpful without deeper redesign. Others commented that verbal commentary is deeply
important as an addition to the current reports. A committee member shared it may be useful to have a narrative
summary, but that they are mindful that such a summary would put a burden on staff to write. A committee
member shared that it would be interesting to include information about liquidity and what amount of cash is
available in a narrative tool. Others included it would be interesting to know how MCF’s investments are doing.
It was noted that “unrestricted reserve of net assets” may need to be renamed. Some committee members noted
that a dashboard may be useful. Patricia Starks-Faggett shared that MCF will be purchasing a report writer to help
create reporting in conjunction with the new accounting software.
A committee member shared that they are not a fan of extraneous details and feel the detail currently provided is
useful and sufficient.
Susie Brown asked the committee to comment on the finance policies document, which was sent ahead of the
meeting. A committee member asked if the auditors have reviewed the policy recently. Susie replied that the
auditors have not recently reviewed policy language. Committee members and staff discussed the language and
title under number four in their policy document, currently called “working capital reserve” and commented that
the title should be adjusted to “net assets analysis: current report on unrestricted net assets” and that the report
should be a year to date report on reserve levels.
Others commented that “statement of financial position” should be changed to “balance sheet.” Others
commented that two and three be combined and called “statement of activities: current month, year to date
versus budget, prior year comparison, including temporary restricted funds.” Others commented that breakdowns
of core could be done ad hoc as necessary, and should be removed overall. It was noted that number one would
be a current report.
The committee discussed the second policy, related to how MCF should think about bid practices going forward.
Patricia shared that the auditor does audit this policy and looks to see if MCF is following it. A committee member
shared that it is important that these policies have language that is doable for MCF organizationally, and
recommended keeping the policies simple.
Committee members shared that goods and services should not be differentiated in the policy, and could be
required at $10,000 or above. Other committee members agreed that simplification of this policy and raising the
dollar amount was agreeable.
A committee member commented that it is important to be willing to go out to bid every few years in order to
ensure equity both organizationally and with various hired contractors.
Susie commented that MCF staff will work to take the results from this discussion and put the comments into
writing, and bring the updated policies to the committee for final approval.
Audit RFP and Recommendations
Susie Brown shared that MCF will be looking for a new auditor via a Request for Proposal (RFP), to be sent to
various mid-sized auditors. Staff solicited potential audit firms from the Committee, and will invite the current
audit firm to participate as well
A committee member commented that going out to bid every three to four years may be too often, and that five
to seven years may be best. They recommended doing a soft RFP or having a candid conversation with the current
auditor if MCF is happy with them except for price point. They recommended creating a separate auditor policy
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