The meeting of the Transition Board of Directors of the Baltimore Children & Youth Fund, Inc. was held on December 15th, 2021, via video conference.
Board Members in Attendance: Dion Cartwright, Chair; Kirsten Allen, Vice Chair; Erika Seth Davies, Vice Chair; John Morris, Treasurer; Catherine Benton-Jones
Board Members Absent: Julia Baez, Secretary; Jacqueline Caldwell; Earl El-Amin
The Meeting was called to order by the Chair, Dion Cartwright, at 6:15 p.m.
Welcome & Review of the Agenda – Dion Cartwright, Board Chair
Cartwright welcomed the Transition Board of Directors and public to this meeting of the Baltimore Children and Youth Fund, Inc. (BCYF, Inc.).
Cartwright reminded the attendees of BCYF, Inc.’s purpose: to create new opportunities for the city’s young people to learn, thrive and succeed. Cartwright also stated BCYF, Inc.’s status and responsibility as a nonprofit organization stewarding public funds.
Cartwright shared the meeting’s focus on a review of proposed employment and financial policies, bylaws, and the closing of BCYF, Inc.’s Transition period. She outlined the following items of the meeting agenda: a review of the previous Board meeting and Special Board meetings’ minutes, a presentation and discussion on the employment handbook, fiscal control policies, and the permanent Bylaws, as well as a farewell to the Transition Board.
II. Meeting Minutes from November 17th Board Meeting, and November 19th, November 29th, and December 14th Special Board Meetings – Dion Cartwright, Board Chair
Cartwright announced that the Board had received the drafts of the meeting minutes from the past four meetings of the Transition Board: the November 17th regular Board meeting, and special meetings on November 19th, November 29th, and December 14th, 2021.
The Baltimore Children & Youth Fund, Inc.’s (“BCYF”) November 19, 2021, November 29, 2021 and December 14, 2021 Board Meetings contained closed sessions. In accordance with its obligations pursuant to MD. CODE ANN., GEN. PROV. (“GP”) § 3-306(c)(2), BCYF discloses the following information, contained in the meeting minutes—
a. November 19, 2021
Per § 3-306(c)(2)(i), a statement of the time, place and purpose of the closed session:
The virtual meeting commenced at 4:18 p.m. on November 19, 2021. At 4:28 p.m., following a motion made by John Morris and seconded by Erika Seth Davies, the session was closed so that the Board could discuss applicants for the BCYF President position. The session was closed as public discussion of specific candidates could discourage future applicants from applying to BCYF for employment. See GP § 3-305(b)(1). The session was also closed as GP §§ 4-310 and 4-311 require BCYF to protect applicant information, including recommendation letters, and disclosure of this information would be a violation of state law. See GP § 3-305(b)(13).
Per § 3-306(c)(2)(ii), a record of the vote of each member as to closing the session:
All members present voted unanimously in favor of session closure.
Per § 3-306(c)(2)(iii), a citation of the authority under GP § 3-305 permitting closure:
The session was closed pursuant to GP § 3-305(b)(1) to discuss “the appointment, employment, assignment, promotion, discipline, demotion, compensation, removal, resignation, or performance evaluation of appointees, employees, or officials over whom [the] public body has jurisdiction; [or] any other personnel matter that affects one or more specific individuals[.]”
The session was also closed pursuant to GP § 3-305(b)(13) to “comply with a specific constitutional, statutory, or judicially imposed requirement that prevents public disclosures about a particular proceeding or matter[.]”
Per § 3-306(c)(2)(iv), a list of the topics of discussion, persons present, and each action taken during the session:
Topics of Discussion
The Board discussed applicants for the BCYF, Inc. President position.
Persons Present
John Morris, Erika Seth Davies, Dion Cartwright, Julia Baez, Catherine Benton-Jones, and Jacqueline Caldwell
Actions Taken
No actions taken.
b. November 29, 2021
Per § 3-306(c)(2)(i), a statement of the time, place and purpose of the closed session:
The virtual meeting commenced at 5:39 p.m. on November 29, 2021. At 5:42 p.m., following a motion made by John Morris and seconded by Kirsten Allen, the session was closed so that the Board could discuss applicants for the BCYF President position. The session was closed as public discussion of specific candidates could discourage future applicants from applying to BCYF for employment. See GP § 3-305(b)(1). The session was also closed as GP §§ 4-310 and 4-311 require BCYF to protect applicant information, including recommendation letters, and disclosure of this information would be a violation of state law. See GP § 3-305(b)(13).
Per § 3-306(c)(2)(ii), a record of the vote of each member as to closing the session:
All members present voted unanimously in favor of session closure.
Per § 3-306(c)(2)(iii), a citation of the authority under GP § 3-305 permitting closure:
The session was closed pursuant to GP § 3-305(b)(1) to discuss “the appointment, employment, assignment, promotion, discipline, demotion, compensation, removal, resignation, or performance evaluation of appointees, employees, or officials over whom [the] public body has jurisdiction; [or] any other personnel matter that affects one or more specific individuals[.]”
The session was also closed pursuant to GP § 3-305(b)(13) to “comply with a specific constitutional, statutory, or judicially imposed requirement that prevents public disclosures about a particular proceeding or matter[.]”
Per § 3-306(c)(2)(iv), a list of the topics of discussion, persons present, and each action taken during the session:
Topics of Discussion
The Board discussed applicants for the BCYF, Inc. President position.
Persons Present
John Morris, Erika Seth Davies, Dion Cartwright, Julia Baez, Kirsten Allen and Jacqueline Caldwell
Actions Taken
No actions taken.
c. December 14, 2021
Per § 3-306(c)(2)(i), a statement of the time, place and purpose of the closed session:
The virtual meeting commenced at 4:35 p.m. on December 14, 2021. At 4:40 p.m., following a motion made by John Morris and seconded by Jacqueline Caldwell, the session was closed so that the Board could discuss the finalist applicant for the BCYF President position. The session was closed as public discussion of specific candidates could discourage future applicants from applying to BCYF for employment. See GP § 3-305(b)(1). The session was also closed as GP §§ 4-310 and 4-311 require BCYF to protect applicant information, including recommendation letters, and disclosure of this information would be a violation of state law. See GP § 3-305(b)(13).
Per § 3-306(c)(2)(ii), a record of the vote of each member as to closing the session:
All members present voted unanimously in favor of session closure.
Per § 3-306(c)(2)(iii), a citation of the authority under GP § 3-305 permitting closure:
The session was closed pursuant to GP § 3-305(b)(1) to discuss “the appointment, employment, assignment, promotion, discipline, demotion, compensation, removal, resignation, or performance evaluation of appointees, employees, or officials over whom [the] public body has jurisdiction; [or] any other personnel matter that affects one or more specific individuals[.]”
The session was also closed pursuant to GP § 3-305(b)(13) to “comply with a specific constitutional, statutory, or judicially imposed requirement that prevents public disclosures about a particular proceeding or matter[.]”
Per § 3-306(c)(2)(iv), a list of the topics of discussion, persons present, and each action taken during the session:
Topics of Discussion
The Board discussed the finalist applicant for the BCYF, Inc. President position.
Persons Present
John Morris, Erika Seth Davies, Dion Cartwright, Kirsten Allen, Catherine Benton- Jones and Jacqueline Caldwell
Actions Taken
The Board determined to extend an offer of employment to the finalist applicant for the BCYF President position.
Cartwright asked if there were any amendments or comments on any of the minutes and there were none. Morris moved for approval of the minutes. Seth Davies seconded the motion. The November 17, 2021 BCYF, Inc. Board meeting minutes and the November 19, November 29, and December 14, 2021 BCYF, Inc
III. Employment Policies – Dana Cole Moulden, Lead for Operations and Finance
Cole Moulden summarized the proposed edits to the employee handbook, developed after consultation with BCYF, Inc.’s PEO provider, Insperity. Those edits included the following:
- Removed the option of unlimited sick leave;
- Clarified that life, Short-Term Disability (STD), and Long-Term Disability (LTD) benefit offerings are voluntary through Insperity and paid for by the employee;
- Revised the language regarding the BCYF, Inc. contribution for health, dental, and vision to indicate that this is a benefit.
Cole Moulden stated that the Board had received a draft of the employee manual describing the aforementioned policies and reviewed the changes. The Board then discussed the policies.
IV. Fiscal Controls Policies – John Morris, Board Treasurer and Dana Cole Moulden, Lead for Operations and Finance
Over the transition period, Morris stated, the Board has laid the foundation for building strong fiscal controls and systems. He shared the focus of this portion of the meeting: discussion of BCYF, Inc.’s policy framework for sole source contracting and the framework for future policy development.
Morris introduced Dorcas R. Gilmore, General Counsel, to give an overview of the sole source policy framework. The Transition Board then discussed this framework and the application of the organization’s race equity approach.
V. Bylaws – Dorcas R. Gilmore, General Counsel
Gilmore stated that the Board had received a copy of the Bylaws that were submitted to the Board of Estimates for approval. She announced that the Board of Estimates approved the Baltimore Children & Youth Fund, Inc. 6
Bylaws in its meeting the morning of December 15th, 2021. Gilmore stated that the Board must now vote to approve the Bylaws as they were submitted to the Board of Estimates.
Gilmore asked if there were any questions or amendments to the Bylaws, and there were none. Seth Davies moved for approval of the Bylaws. Benton-Jones seconded the motion. The BCYF, Inc. Bylaws were unanimously approved with no abstentions.
VI. Farewell and Thank You to the Transition Board – Dion Cartwright, Board Chair and Dorcas R. Gilmore, General Counsel
Cartwright thanked the Transition Board members for their hard work, commitment to the values of BCYF, Inc. and help in envisioning and developing the infrastructure of the organization that will continue to support its work to create new opportunities for the city’s young people to learn, thrive and succeed.
They then opened the floor for reflections from the Transition Board on the transition period.
VII. Adjournment – Dion Cartwright, Board Chair
Cartwright adjourned the Board meeting at 6:58 p.m.
This is the final meeting of the BCYF, Inc. Transition Board of Directors. The new BCYF, Inc. Board of Directors will convene in February 2022.
