Presbyterian Mission Agency Board Executive Committee of the Presbyterian Church (U.S.A.), A Corporation Called Meeting Record November 14, 2014 – 1:30 p.m. CST – Teleconference Upon duly issued call of the Chair of the Presbyterian Mission Agency Board, voting members of the Executive Committee of the Presbyterian Church (U.S.A.), A Corporation met by conference call on November 14, 2014, at 1:30 p.m. CST. The meeting was called to order with prayer by Executive Committee Chair, the Rev. Marilyn Gamm, Chair of the Presbyterian Mission Agency Board. Chair Gamm presented the following notice for the minutes: “That this meeting has been called at the written request of four voting members of the Executive Committee, that 48 hours e-mail notice was given to all voting members of the Executive Committee, that 24-hours notice by phone was given to one voting member of the Executive Committee, and that Mary Jorgenson gave written notice by e-mail that she did not expect to be able to attend due to her being out of the country on a Presbyterian Women’s trip.” Chair Gamm appointed Chad Herring clerk pro-tem for this call, and asked him to call the roll for all participants on the call: Present: Marsha Anson, voting member James Ephraim, voting member Marilyn Gamm, voting member, Chair Chad Herring, voting member Mihee Kim-Kort, voting member David Shinn, voting member Jo Stewart, voting member, Vice-Chair Kevin Yoho, voting member Voting members not present: Mary Jorgenson Herring asked for any other participants to the call to identify themselves. There were no other participants. MOTION that the Executive Committee of the Presbyterian Church (U.S.A.), A Corporation convene in closed session to discuss personnel matters with only voting members of the Executive Committee attending all or a portion of the closed meeting. Seconded and carried. The committee sat in closed session. MOTION that, on behalf of the Presbyterian Church (U.S.A.), A Corporation, that the Executive Committee of the Presbyterian Church (U.S.A.), A Corporation hire from Presbyterian Mission Agency unrestricted funds as our independent legal counsel George 1 Crawford III and relevant partners of the Butler Snow, LLP, law firm, mailing address: The Pinnacle at Symphony Place, 150 3rd Avenue South, Suite 1600, Nashville, TN 37201, main office phone number: 615-651-6700, for the purpose of advising the Presbyterian Mission Agency Board of Directors in matters related to the Board’s Audit Committee investigation into the incorporation of PCNCI, Inc. and the transfer of $100,000 to PCNCI, Inc., and to conduct an independent investigation into these matters and report to the Presbyterian Mission Agency Board of Directors the findings of such an investigation by early 2015. Seconded. MOTION to AMEND the motion to insert the words “voting members of the Executive Committee of the” after the words “report to the” in the final sentence. Seconded and carried. MOTION to AMEND by inserting the word “legal” before the word matters after “for the purpose of advising the Presbyterian Mission Agency Board of Directors in matters” Seconded and Carried. The amended motion now reads: on behalf of the Presbyterian Church (U.S.A.), A Corporation, that the Executive Committee of the Presbyterian Church (U.S.A.), A Corporation hire from Presbyterian Mission Agency unrestricted funds as our independent legal counsel George Crawford III and relevant partners of the Butler Snow, LLP, law firm, mailing address: The Pinnacle at Symphony Place, 150 3rd Avenue South, Suite 1600, Nashville, TN 37201, main office phone number: 615-651-6700, for the purpose of advising the Presbyterian Mission Agency Board of Directors in legal matters related to the Board’s Audit Committee investigation into the incorporation of PCNCI, Inc. and the transfer of $100,000 to PCNCI, Inc., and to conduct an independent investigation into these matters and report to the voting members of the Executive Committee of the Presbyterian Mission Agency Board of Directors the findings of such an investigation by early 2015. The motion as amended PASSED. MOTION that we recommend to Linda Valentine, Presbyterian Mission Agency Executive Director, that she place the four named employees—Roger Dermody, Eric Hoey, Philip Lotspeich, and Craig Williams—on administrative leave during the independent external investigation. Seconded. MOTION to AMEND the motion to add “paid” before the words “administrative leave” and at the end to include the words “and recommend that she direct the four to cooperate with the external investigation.” Seconded and Carried. The amended motion now reads: MOTION that we recommend to Linda Valentine, Presbyterian Mission Agency Executive Director, that she place the four named employees—Roger Dermody, Eric Hoey, Philip Lotspeich, and Craig Williams—on paid administrative leave during the independent external investigation, and recommend that she direct the four to cooperate with the external investigation. The motion as amended PASSED. 2 MOTION to instruct the Director for Policy, Administration and Board Support in the Office of the Executive Director to post the minutes of today’s meeting to the Presbyterian Mission Agency meeting page of the Presbyterian Church (U.S.A.) website by 5 p.m. EST, Saturday, November 15, 2014. Motion PASSED. MOVED to arise from closed session. Seconded and carried. Chair Gamm called the meeting back to order and announced the following decisions were taken in closed session: 1. On behalf of the Presbyterian Church (U.S.A.), A Corporation, that the Executive Committee of the Presbyterian Church (U.S.A.), A Corporation hire from Presbyterian Mission Agency unrestricted funds as our independent legal counsel George Crawford III and relevant partners of the Butler Snow, LLP, law firm, mailing address: The Pinnacle at Symphony Place, 150 3rd Avenue South, Suite 1600, Nashville, TN 37201, main office phone number: 615-651-6700, for the purpose of advising the Presbyterian Mission Agency Board of Directors in legal matters related to the Board’s Audit Committee investigation into the incorporation of PCNCI, Inc. and the transfer of $100,000 to PCNCI, Inc., and to conduct an independent investigation into these matters and report to the voting members of the Executive Committee of the Presbyterian Mission Agency Board of Directors the findings of such an investigation by early 2015. 2. Recommend to Linda Valentine, Presbyterian Mission Agency Executive Director, that she place the four named employees—Roger Dermody, Eric Hoey, Philip Lotspeich, and Craig Williams—on paid administrative leave during the independent external investigation, and recommend that she direct the four to cooperate with the external investigation. 3. Instruct the Director for Policy, Administration and Board Support in the Office of the Executive Director to post the minutes of today’s meeting to the Presbyterian Mission Agency meeting page of the Presbyterian Church (U.S.A.) website by 5 p.m. EST, Saturday, November 15, 2014 MOVED to adjourn and close with prayer at 4:02 p.m. CST. Seconded and carried. Respectfully Submitted, Chad Herring Clerk Pro-Tem Executive Committee Presbyterian Mission Agency Board 3
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