MONDAY, NOVEMBER 5, 2018 - JRS Biodiversity Foundation
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DRAFT Minutes of the
J.R.S. Biodiversity Foundation Board of Trustees Meeting
Washington, DC
Monday, November 5 – Tuesday, November 6, 2018
MONDAY, NOVEMBER 5, 2018
Present: Lucy W. Irungu, Leonard Krishtalka, Baldwyn Torto, Bonnie Cockman, Allyson Fish, Ellen Martz,
Sandy Andelman, Benjamin Rader, Ruth Midcalf, Sarah Lynch, and Don S. Doering.
1. Morning Introduction & Opening
Sandy Andelman opened the Fall meeting of the JRS Board of Trustees with thanks to the Trustees. She
noted the progress of JRS as a bright spot in the face of reports such as the WWF’s recent Living Planet
Report. The report underscores the need for relevant accessible data.
2. Approval of Minutes & Matters Arising
Don Doering provided an overview of the agenda of the meeting. Sandy thanked Trustees and staff for
the minutes. We will amend the minutes so that instances of Ruth Temple will be corrected to Ruth
Midcalf throughout the document. Spelling errors will also be corrected.
Upon a motion by Sarah Lynch and seconded by Ruth Midcalf, the Board voted to approve the
minutes of the Spring Board meeting of May 21‐24, 2018 in Kigali, Rwanda.
3. Foundation Update
Don Doering presented an update on the Foundation’s progress with an emphasis on items that were
not covered in other sessions. He mentioned that JRS is on track for a very solid year and staff has been
very productive since Rwanda. Don reviewed the top‐level Foundation goals for 2018, including status of
JRS relative to those goals. Don then reviewed progress since the Spring meeting, including completing
2018 Grants, 2018 Fall Meeting content, grants management, strategy development and related
strategic and administrative projects.
Don then reported briefly on JRS financial position and operations, including a list of operation and
governance policies that the Board and staff has or will review by end‐of‐year. He presented a slide
showing an overview of the strategic grants divided into program areas. Don reported that there have
been fewer formal assessments than planned. The connection of grants to conservation outcomes is less
than hoped, especially in freshwater biodiversity. The Board discussed how to address this gap and
emphasized the requirement that grant applicants endeavor to connect to conservation action. Don
then discussed November and December priorities including his upcoming trip in December to Kenya
and Uganda.DRAFT Minutes of the J.R.S. Board of Trustees
2018 Fall Meeting, New York, NY
4. Peter Rohr Endowment Presentation
The Board was joined in person by Peter Rohr of the Rohr Group and Merrill Lynch Investment
Management to report on the status of the JRS endowment investment portfolio. Peter opened by
reporting on how the market has followed a “W” this year of losing and regaining and losing gains. He
noted we are in the late stages of a bull market, spurred on by new tax law and tax repatriation. Though
across the market there are high earnings and the market is priced inexpensively, the growth is carried
by only several stocks and tariffs are weighing on the market; cautious signs of an impending correction
in the next 18 months.
Peter reported that with fast tactical approval of the Finance Committee, they were able to continue to
trim back equity from the 60% policy limit and move cash to Treasury bills earning 2%. That has
captured most of the gains of the year. He noted that there are not many Value stocks in the Socially
Responsible Investing space and advised retaining the non‐SRI value funds, to keep bond maturity
shorter as rates rise, remove stops from the value ETFs and Berkshire Hatheway, and to review the
liquidity and price for the Ochs Ziff fund.
Peter reviewed equity holdings at 56% on October 31, Fixed Income at 38% of value, and Cash and
Alternative Investments at 6% of the $44,479,408 endowment value. Annual Time Weighted Return YTD
is (0.29%) and includes withdrawals of $1,852,558 for grants and operations. The fixed‐income portfolio
is now 65% short‐term, less than five years and includes $12,642,000 in non‐callable issues. Current
equity is weighted to large cap growth with a smaller share of large cap value than the Custom Model.
Peter thanked the JRS Board for their responsiveness and the Trustees expressed their appreciation of
Peter’s management and presentation.
The Board discussed the endowment performance. Trustees agreed they would like to see more
benchmarking reports of the JRS endowment relative to other comparable endowments. The Finance
Committee agreed and will make that request in advance of the next Finance and Board meetings.
5. Financials and Forecast as of September 30th
Don Doering reported on the YTD cash expenses of the foundation as of September 30th. Don reported
Operating Expenses of $ 546,070 as compared to a budget of $ 520,320 and Program Expenses of $
1,149,270 as compared to a budget of $ 1,429,750. Don noted the lower‐than‐forecast payments to
grants and detailed the lowered spending and payment adjustment within the portfolio. He noted that
the largest variance of over‐spending was for Trustee Compensation and was offset by under‐spending
for the Spring Board meeting. He noted the foundation’s excellent controls, and while forecasting on
operating expenses is typically accurate, travel and consulting costs have the greatest uncertainty. Don
presented the end‐of‐year forecast of Operating Expenses of $ 690,930 (99% of budget) and Total
Expenses of $ 2,372,450 (92% of budget).
Ellen Martz reported that the Finance Committee had reviewed financial controls this year and was
always in close touch with Peter Rohr. She noted that 2019 is a year for review of the endowment
performance and management and that Peter Rohr was effectively managing the portfolio.
Page 2 of 10DRAFT Minutes of the J.R.S. Board of Trustees
2018 Fall Meeting, New York, NY
6. Minimum Distribution Requirement 2019‐2020
Don Doering presented the current forecast of JRS’ minimum charitable distribution for 2018‐2020. Don
emphasized the need to reduce the income carry forward to avoid tax penalties. The 2017 undistributed
income of $1.70will be spent this year and our $2.1M in grant commitments will keep that carry forward
at about $1.7M in 2018. Though calculations have many uncertainties, forecasts are that grant
commitment of $2.1M per year for three years will significantly reduce the undistributed income.
The Board discussed other means that are available for increasing payout. These include “set asides” of
multi‐year commitments that must be approved by the IRS or putting the funds into a Donor Advised
Fund. Should the foundation be at risk of not meeting payout requirements and spending undistributed
income, the Donor Advised Fund option is available though also under potential scrutiny by the I.R.S.
Discussion touched upon Capacity Development as an area where more funds could be spent such as
upon conference support and post‐doctoral fellowships that are much needed.
7. Foreign Organization Grantmaking Update
At the Finance Committee’s request, the foundation assessed its processes for grantmaking to Foreign
Organizations. That inquiry led to using and always considering the option of Equivalency Determination
through NGO Source and using exemptions of Expenditure Responsibility for agencies of government
and exempt public charities such as government‐sponsored, public universities and museums. The
foundation has updated its pre‐grant inquiry procedures to include an in‐depth staff analysis of the
grantees to ensure they will use the grant for charitable purposes based upon requested legal and
financial documentation as well as past JRS experience.
The Board discussed that the staff certification must be rigorous and based upon documentation and
that the Executive Director is the responsible party. Don Doering will ensure that grants for which the
foundation is not required to exercise Expenditure Responsibility, are not labeled as Expenditure
Responsibility on the JRS 990PF.
8. New Grantmaking Decisions
Baldwyn Torto opened the discussion of new grantmaking with a summary that the Grants Committee
had met on the previous day and was bringing three funding recommendations to the Board. Don
Doering reviewed the prior 2018 grant approvals totaling $1,513,810 in commitments and the three
proposals on the docket for the Board.
Albertine Rift Conservation Society (ARCOS Network): Using Ecological Integrity Assessment to Guide
Wetlands Management in Rwanda, 24 months, $231,000
The Grants Committee shared its funding recommendation and discussion that: ARCOS proposal has
dramatically benefited from the 4‐month facilitation grant; Technical project has emphasis on serving
biodiversity data; ARCOS responded to the suggestions to connect with multiple government agencies,
NMK, and serving freshwater biodiversity data to underpin the assessments.
Upon a motion by Sarah Lynch and seconded by Allyson Fish, the Board moved to approve the
grant award to ARCOS titled “Using Ecological Integrity Assessment to Guide Wetlands
Management in Rwanda” and planned for 24 months and $231,000.
Page 3 of 10DRAFT Minutes of the J.R.S. Board of Trustees
2018 Fall Meeting, New York, NY
Dar es Salaam Institute of Technology: Data Platform for Wild Pollinators Biodiversity in Coastal
Forests of Eastern Africa, $291,160, 36 months
The Grants Committee shared its funding recommendation and discussion that: the facilitation grant has
been successful; Tanzania’s data sharing policies are politically tenuous; there are concerns about the
Director’s health; ALT will compete with COSTECH’s BIMT, and there is a need to complete final
planning. Contingencies for the final Grant Agreement would include increased time and budget for
ALA’s technical support, specificity for indicators of results and progress, clarity on training, continuity of
leadership, and a path to sustainability.
Upon a motion by Sandy Andelman and seconded by Ruth Midcalf, the Board moved to approve
the grant award to DIT titled “Data Platform for Wild Pollinators Biodiversity in Coastal Forests
of Eastern Africa” and planned for 36 months and $291,160 contingent upon the Executive
Director’s review of requested revisions.
The African Conservation Centre (ACC): Towards better functionality of Kenya’s Biodiversity portal for
effective uptake and broader stakeholder engagement, $75,040, nine months.
The Grants Committee shared its funding recommendation and discussion that: ACC was receptive to a
focus on technical aspects; success will be to transfer the portal to a sustainable place at NMK; the
portal will support the Tana River project at NMK and Upande’s capacity; and JRS might be asked to fund
future maintenance or outreach to users. Discussion emphasized the need to build resilient architecture
in similar projects as a first step.
Upon a motion by Sarah Lynch and seconded by Bonnie Cockman, the Board moved to approve
the grant award to ACC titled “Towards better functionality of Kenya’s Biodiversity portal for
effective uptake and wider stakeholder engagement” and planned for $75,040 and nine months.
Sandy Andelman thanked the Grants Committee for their work on this meeting and the 2018 grant
making.
South African Biodiversity Institute: Supplemental Funding for African Biodiversity Challenge Grant,
$30,300, six months.
Don Doering shared the supplemental funding request by SANBI and project director Matt Child. Funds
would offset about $19,000 in currency exchange loss, $10,000 in costs of larger country teams, and
$1,200 in cost for the opportunity to present the project in Rwanda.
With agreement of the Board, the Grants Committee voted to approve the grant request for
Supplementary Funding to the African Biodiversity Challenge of $30,300 for six months.
9. Communications Update
Samantha Garvin gave an update on JRS communications’ strategy. She reviewed the major goals of
establishing JRS as a catalytic funder in our field, advancing the work of JRS grantees, and increasing
investment in biodiversity informatics in sub‐Saharan Africa. She reviewed how JRS has defined key
audiences and tailors the channel and messages for each audience. She presented a draft JRS
information sheet to the Board. She then presented on the social media presence of JRS, including
Page 4 of 10DRAFT Minutes of the J.R.S. Board of Trustees
2018 Fall Meeting, New York, NY
comparative metrics that had been collected around Twitter, Facebook, Instagram and related social
media activity and goals. Sam reported that many of the approaches and goals of the 2016/17
Communications Strategy are being realized, though the overall timeline was optimistic. Don added that
he had connected with Internews about their environmental reporting projects in Africa. During
discussion, Board members offered other ideas for media contacts and media training for grantees to
consider in the future.
10. Grant Portfolio Performance
Don Doering presented on the overall grant performance of the current portfolio. He reviewed the
foundation strategy and shared his excitement that JRS is at a critical mass for partnerships and learning.
Don then presented analytic graphs on the foundation’s spending by institutional geography, geography
of biodiversity, and spending in the programs and seven focal countries. He also presented the grant
portfolio in each program area grouped by species, technical approaches, and purposes. Don then
presented on grants one by one for each program, describing progress and hurdles with each grant.
In the second part of the presentation, Don presented on the results of JRS’ current strategic grant
portfolio relative to the overall goal of expanding biodiversity informatics in Africa. He shared that as
compared to a baseline of about four data portal, twelve data portals that are online or under
construction can be attributed to JRS support. Using baseline data of records, in GBIF, Don shared
results that indicate about a 5‐10% increase in GBIF‐accessible biodiversity data and a 25% increase in
data published by African institutions attributable to JRS support. All these results are outcomes of
capacity development and Don presented data that the current portfolio is training about 300 persons
from Ph.D. to technician levels. Board discussion touched upon the continued effort at tracking and
presenting results, a public “ticker” on the website for results, the value of postdoctoral training, and
the potential for secondments to bridge the experience gap among scientists between research and use.
11. Co‐funding Impact Assessment
Samantha Garvin presented on the initial assessment of co‐funding. The preliminary assessment was
based on an evaluation of existing grantees. She explained ways that JRS grant making encourages co‐
funding. She presented that six of the thirteen grantees have received co‐funding, many within the first
year of JRS funding. Most funding is from European organizations, but co‐funding is not well
documented and reported. Sam concluded that JRS needs to consider additional means of evaluation:
modifying our applications and progress reports, directly surveying grantees, and hiring a consultant to
investigate the funding landscape.
Board discussion considered ways to be pro‐active such as developing a funders’ alliance, reaching out
to funders who support our grantees, and more engagement.
12. Governance ‐ Committee Charters Review
The Board discussed the new planning tool of the Committee Charters and agreed without vote that
they will be useful for annual planning and onboarding new Trustees. The current Committee Chairs will
review the document with support from the Executive Director who will revise the Charters with the
2019 Committee Chairs.
Page 5 of 10DRAFT Minutes of the J.R.S. Board of Trustees
2018 Fall Meeting, New York, NY
13. Bylaws Amendment
Sandy Andelman presented to the Board the recommendation of the Executive Committee to revise the
bylaws so that the Chair of the Nominating Committee serves on the six‐person Executive Committee
comprised of the Officers and Committee Chairs. Discussion highlighted some inconsistencies and
anachronisms contained in the bylaws regarding committee formation, nominations, and procedures.
The Board agreed without vote that the bylaws did not need to change immediately if the Nominating
Committee Chair was the Member‐at‐Large. However, the Nominating Committee chair is not named
until January.
Sandy Andelman directed Don Doering to review the bylaws for inconsistencies or outdated terms with
the new Foundation attorney and then the Board could vote on those amendments in one vote.
14. Fall Board of Trustees 2019 Meeting Dates
The Board discussed the location and dates of the Fall Board Meeting. The Executive Committee
proposed that the Fall Board Meeting for 2019 be held in Chicago, Illinois from October 27‐29, 2019.
Upon a motion by Sandy Andelman, seconded by Ruth Midcalf, the Board unanimously agreed to
meet in Chicago from October 27‐29, 2019.
With no further business to discuss, Sandy Andelman thanked the JRS Trustees and Staff for the work of
the day and noted the satisfaction of seeing the results and inter‐connections of the JRS supported
projects.
TUESDAY, NOVEMBER 6, 2018
Present: Lucy W. Irungu, Leonard Krishtalka, Baldwyn Torto, Bonnie Cockman, Allyson Fish, Ellen Martz,
Sandy Andelman, Benjamin Rader, Ruth Midcalf, Sarah Lynch, and Don S. Doering.
Welcome & Reflection on Prior Day
Sandy Andelman began the meeting with a reflection on the prior day’s meeting. She expressed
excitement for the strategy’s progress. Sandy stated appreciation for obtaining a greater sense of what’s
going well and what challenges are expected for the grantees. Seeing how the projects interconnect,
how they complement one another, and how new grantmaking is informed by the portfolio was
inspiring to the Board. The Board expressed excitement about evidence of the strategy’s progress and
future plans.
15. 2019 Trustee Re‐Election & 2019 Officers Elections
Ruth Midcalf introduced the Trustee re‐election process to the Board. Three Trustees were eligible for
re‐election; Lucy Irungu was eligible to serve for a third term, and Sarah Lynch and Sandy Andelman
were eligible to serve for a second term. The three Trustees were individually excused from the meeting
as the Board discussed each candidate. The Trustees on the ballot did not vote for themselves. The
Page 6 of 10DRAFT Minutes of the J.R.S. Board of Trustees
2018 Fall Meeting, New York, NY
Executive Director tallied the results of anonymous voting and confirmed that Lucy, Sarah, and Sandy,
were re‐elected by a majority of the Board to serve for another three‐year term.
A list of Officers and Committee members for the FCIC, Grants Committee, and Executive Committee
were proposed to the board by the President and Nominating Committee. The question was raised
whether a Trustee not elected to the committees could offer to serve in the future. Discussion noted,
without vote, that volunteering for a Committee is not prohibited in the Bylaws except where the
number of voting members is specified.
Upon a motion by Ruth Midcalf and seconded by Bonnie Cockman, the board moved to elect the
proposed Officers and Committees to serve the Board in 2019.
16. JRS Board of Trustees Self‐Assessment
Samantha Garvin presented the results of the Board Self‐Assessment Survey, conducted every two years
by the Board. With such a small sample size, the results were considered as more qualitative than
quantitative. Overall the Board rated themselves as very good to excellent. Compared to the same
Board Survey from 2016, the Board views were similarly positive and in agreement. The Board
discussion noted the possibility of different interpretation of the questions. Some of the highest rated
areas for the board included understanding of mission and foundation’s goals. Some of the lowest rated
areas included following trends in informatics and philanthropy and enhancing foundation reputation.
The Board recommended a learning session about the trends in philanthropy for the Board to be held in
2019 Fall meeting in Chicago. The Board also suggested that all Trustees affiliate themselves with JRS
during introductions at meetings/conferences and on LinkedIn to improve upon enhancing the
Foundation’s reputation.
17. 2019 New Trustee Elections
Ruth Midcalf presented a presentation on the election of New Trustees. The Board thanked their
colleagues for putting forth outstanding nominees. The five nominees were discussed, and the Trustees
who had nominated each spoke about the nominee’s qualifications, personal experience, and potential
for the Board. The Nominating Committee recommended that all five nominees be considered in the
vote. Ballots were circulated, and the Board voted anonymously in several rounds of voting. The
Executive Director tallied votes and reported Dr. Guy Midgley and Dr. Akiça Bahri were elected by a
majority of the Board.
Upon a motion by Ruth Midcalf, and seconded by Baldwyn Torto, the Board moved to elect Akiça
Bahri to the Board of Trustees.
The Board asked the Executive Director to communicate gratitude from the JRS Board to all the
Nominees for their interest and time.
18. 2019 Annual Plan: Strategic Partnerships
Don Doering presented on strategic partnerships to the Board. The presentation detailed the nature of
possible alliances and explored some budding conversations with potential partners. With the
deepening experience in the focal countries, networks and partnership opportunities are emerging. He
put forward opportunities with GBIF to bolster their work in Africa, with SANBI to enhance the end of
Page 7 of 10DRAFT Minutes of the J.R.S. Board of Trustees
2018 Fall Meeting, New York, NY
the African Biodiversity Challenge Grant and to explore creating a small grant facility with other
foundations. The Board suggested other institutions to consider partnering with such as ICRAF, GEF,
Kenya’s NaCOSTI, United Nations Economic Commission for Africa. The Board also suggested funding
repatriation of African data from American and European museums to Africa. The discussion touched on
the role of South Africa as a co‐funder and partner. For all partnerships, the specific role for JRS will be
explored. Don will pursue the avenues and organizations presented as well as those raised in discussion.
The staff will share Grantmaking opportunities on an ongoing basis with the Executive and Grants
Committees.
19. 2019 JRS Annual Plan and Draft Budget
Don Doering presented the draft 2019 Annual Plan and Budget. The top‐level goals for 2019 are to
invest US $2.1 million in new grants to complement the strategic portfolio, to dedicate more effort to
evaluation of the portfolio, to promote partnerships for JRS, to maintain good governance through
scheduled review of policies, and to set the stage for 2020. To reduce the undistributed‐income carry
forward, high levels of grantmaking were proposed for 2019. Don discussed the lessons learned from
the current portfolio and identified ways that RFP 2019 can strengthen and complement current
investments. Board discussion centered on ways to solicit grants that will have direct applications to the
water and agricultural sectors for the freshwater and pollinator programs respectively. The Board
emphasized the importance of trying to encourage projects to tie data to decision‐making, potentially
through the production of policy briefs. The budget for 2019 was presented in detail. With two new
Trustees in 2019, costs for Board Meetings and travel will need to be adjusted. The Annual Plan and
budget will be edited with Board feedback.
Upon a motion by Sarah Lynch and second by Kris Krishtalka, the Board approved the 2019
annual budget as presented, provided that amendments to the 2019 annual budget that are not
material (i.e. less than 10% change in the aggregate to the total amount budgeted) may be
made by the Finance Compliance and Investment Committee and any amendments shall be
reported to the Executive Committee as soon as practicable.
The Board discussed implementation of the 2019 Request for Proposals and the review of grants.
Upon a motion by the Kris Krishtalka and seconded by Lucy Irungu, the Board moved to add Guy
Midgley and Akiça Bahri to the 2019 Grants Committee.
20. Review of Trustee Compensation Benefit
Sandy Andelman presented on the Trustee Compensation travel benefit. Sandy discussed the context for
the benefit and how its value is calculated and reported for tax compliance. Over the past four years,
Trustee compensation has ranged from zero to US $12,000 per eligible year per Trustee. 60% of
foundations of similar size do not compensate their Trustees and those that do, offer $6,400 on average
in compensation. JRS staff spends a great deal of time on administration of the benefit. The Executive
Committee reported that the non‐monetary benefits of the travel benefit to the foundation were very
high. The Board agreed to make the following changes to reduce administrative time for JRS staff:
Strict separation of business expenses and compensation expenses,
Adherence to a strict 30‐day policy for reimbursement,
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2018 Fall Meeting, New York, NY
Require that all foreign Trustees must try to obtain a US Tax ID number; and
Logistical support for travel partners will no longer be offered.
Board discussion touched upon the equity of the benefit and that acquiring a TIN is time‐consuming for
foreign Trustees.
Upon a motion by Allyson Fish, seconded by Ruth Midcalf, the Board moved by majority vote to
approve the proposed changes to the administration of the Trustee compensation.
21. Spring 2019 Meeting Agenda
Don Doering presented the outline of the Spring Meeting Agenda for May 2019. The Board meeting will
begin in Nairobi with a half day of committee meetings and a half day of full Board Meetings. The
following day, the Grantee Symposium and the Informatics Reception will be held in Nairobi. The Board
will fly to the South Kenyan coast for another three days of meetings and a field excursion related to our
work. The location for the hotel in Nairobi will be discussed and finalized outside of the Fall Board
Meeting, with consideration of the logistics of a public reception. Sandy Andelman, Lucy Irungu, and
Baldwyn Torto agreed to provide suggestions for the meeting hotel.
Upon a motion by the Kris Krishtalka, seconded by Ruth Midcalf, the Board unanimously agreed to
meeting in Nairobi and South Kenyan Coast for the Spring Board Meeting 2019.
22. Executive Session
The Board met in Executive Session and then adjourned.
Page 9 of 10Addendum: Summary Action Items
Minutes of the J.R.S. Board of Trustees
2018 Fall Meeting, New York, NY
Action Items from the Fall 2018 Board Meeting
The action items exclusive of (1) general operating actions and ongoing items from the Spring 2018
meeting, (2) items within the 2018 Annual Plan or (3) items in the first draft of the 2019 Annual Plan.
1. Grantmaking and Program
Launch RFP in December, including separate materials for the Freshwater and Pollinators and
improved guidelines for technical information and connection to users.
Request information going forward from grantees regarding gender of trainees and project staff and
report in at the Fall 2019 Board meeting.
2. Governance
Draft revision of the Bylaws as recommended by our new attorney to include the Nominating
Committee Chair on the Executive Committee and to resolve inconsistencies and ambiguities.
Revise the Trustee Compensation policy and expense reimbursement policy as agreed for Executive
Committee review and approval on the 1st Quarter 2019 call.
Seek a Board governance/legal consultant to assist regarding IRS Rules for Exempt Organization
Compensation of Officers and Executives by the 1st Quarter Finance Committee meeting.
Secure an expert or experts to lead a Board learning session about trends in philanthropy at the Fall
2019 Board meeting.
3. Operations
Review the JRS Grant Agreement and foreign grantmaking procedures with the new foundation
attorney in before the 2019 grantmaking.
4. Communications
Develop communications guide for grantees in 2019 regarding JRS logo use and JRS attribution by
March 2019. Consider how to offer grantees media training and how to reach more media with JRS
content.
Reach out to current and former Trustees to connect with us on all of our social media channels
including LinkedIn by January 2019.
5. Finances
Provide feedback to Peter Rohr to request that he report on JRS’ investment performance relative to
an appropriate set foundation peers.
Solicit information from the Board regarding their conference attendance and travel to grantee
locations and institutions in 2019.
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