2019-22613. Sunshine Act Meeting

DATE AND TIME:

The Legal Services Corporation's Board of Directors and its six committees will meet October 20-22, 2019. On Sunday, October 20, the first meeting will commence at 3:00 p.m., Mountain Daylight Time (MDT), with the meetings thereafter commencing promptly upon adjournment of the immediately preceding meeting. On Monday, October 21, the first meeting will commence at 8:00 a.m., (MDT), with the next meeting commencing promptly upon adjournment of the immediately preceding meeting. On Tuesday, October 22, the open session meeting of the Board of Directors will commence at 9:45 a.m. (MDT). The closed session meeting of the Board of Directors will commence promptly upon adjournment of the open session of the Board of Directors meeting.

LOCATION:

Kimpton Hotel Monaco, 15 West 200 South, Salt Lake City, Utah 84101.

PUBLIC OBSERVATION:

Unless otherwise noted herein, the Board and all committee meetings will be open to public observation. Members of the public who are unable to attend in person but wish to listen to the public proceedings may do so by following the telephone call-in directions provided below.

CALL-IN DIRECTIONS FOR OPEN SESSIONS:

• Call toll-free number: 1-866-451-4981;
• When prompted, enter the following numeric pass code: 5907707348.
• Once connected to the call, your telephone line will be automatically “MUTED”.
• To participate in the meeting during public comment press #6 to “UNMUTE” your telephone line, once you have concluded your comments please press *6 to “MUTE” your line.

Members of the public are asked to keep their telephones muted to eliminate background noises. To avoid disrupting the meeting, please refrain from placing the call on hold if doing so will trigger recorded music or other sound. From time to time, the presiding Chair may solicit comments from the public.

Meeting Schedule

	Time *
Sunday, October 20, 2019:	3:00 p.m.
1. Institutional Advancement Committee
2. Communications Subcommittee of the Institutional Advancement Committee
3. Operations & Regulations Committee
4. Audit Committee
Monday, October 21, 2019:	8:00 a.m.
1. Finance Committee
2. Governance & Performance Review Committee
3. Delivery of Legal Services Committee
Tuesday, October 22, 2019:	9:45 a.m.
1. OPEN Board Meeting
2. CLOSED Board Meeting

STATUS OF MEETING:

Open, except as noted below.

Board of Directors—Open, except that, upon a vote of the Board of Directors, a portion of the meeting may be closed to the public to hear briefings by management and LSC's Inspector General, and to consider and act on the General Counsel's report on potential and pending litigation involving LSC, and on a list of prospective funders.

Audit Committee—Open, except that, upon a vote of the Board of Directors, the meeting may be closed to the public to hear a briefing on the Office of Compliance and Enforcement's active enforcement matters.^[**]

Institutional Advancement Committee—Open, except that, upon a vote of the Board of Directors, the meeting may be closed to the public to consider and act on recommendation of new Leaders Council invitees and to receive a briefing on the development activities.^**

A verbatim written transcript will be made of the closed session of the Board, Institutional Advancement Committee, and Audit Committee meetings. The transcript of any portions of the closed sessions falling within the relevant provisions of the Government in the Sunshine Act, 5 U.S.C. 552b(c)(6) and (10), will not be available for public inspection.

A copy of the General Counsel's Certification that, in his opinion, the closing is authorized by law will be available upon request.

MATTERS TO BE CONSIDERED:

 

October 20, 2019

Institutional Advancement Committee

Open Session

1. Approval of agenda

2. Approval of minutes of the Institutional Advancement Committee's Open Session meeting of July 28, 2019

3. Update on Leaders Council and Emerging Leaders Council

• John G. Levi, Chairman of the Board

4. Development report

• Nadia Elguindy, Director of Institutional Advancement

5. Consider and act on Resolution #2019-0XX, Expenditure of Private Funds for an Updated Report on the Justice Gap in America

• Nadia Elguindy, Director of Institutional Advancement

6. Public comment

7. Consider and act on other business

8. Consider and act on motion to adjourn the open session meeting and proceed to a closed session

Closed Session

1. Approval of minutes of the Institutional Advancement Committee's Closed Session meeting of July 28, 2019

2. Development activities report

• Nadia Elguindy, Director of Institutional Advancement

3. Update on end of year fundraising

• John G. Levi, Chairman of the Board

4. Consider and act on motion to approve Leaders Council and Emerging Leaders Council invitees

5. Consider and act on other business

6. Consider and act on motion to adjourn the meeting

Communications Subcommittee of the Institutional Advancement Committee

Open Session

1. Approval of agenda

2. Approval of minutes of the subcommittee's Open Session meeting on July 28, 2019

3. Communications and social media update

• Carl Rauscher, Director of Communications and Media Relations

4. Public Comment

5. Consider and act on other business

6. Consider and act on motion to adjourn the meeting

Operations and Regulations Committee

Open Session

1. Approval of agenda

2. Approval of minutes of the Committee's Open Session meeting on July 28, 2019

3. Briefing on the status of the Notice of Proposed Rulemaking for 45 CFR parts 1610 and 1630—Use of Non-LSC Funds, Program Integrity, and Cost Standards; and anticipated rulemaking for 45 CFR part 1635—Timekeeping

• Ron Flagg, General Counsel and Vice President for Legal Affairs
• Mark Freedman, Senior Associate General Counsel
• Stefanie Davis, Assistant General Counsel

4. Public comment

5. Consider and act on other business

6. Consider and act on motion to adjourn the meeting

Audit Committee

Open Session

1. Approval of agenda

2. Approval of minutes of the Committee's Open Session meeting of July 29, 2019

3. Briefing by Office of Inspector General

• Jeffrey Schanz, Inspector General
• Roxanne Caruso, Assistant Inspector General for Audit

4. Pursuant to Sections VIII(A)(3) and VIII(A)(4) of the Committee Charter, review and discuss with the OIG its audit responsibilities and performance, its audit plan for the Corporation and the risk assessment that drives its audit plan, the effectiveness of its audit plan and activities, and all significant matters relative to audits performed by the OIG, including any problems the OIG encountered while performing audits

• Jeffrey Schanz, Inspector General
• Roxanne Caruso, Assistant Inspector General for Audit

5. Pursuant to Section VIII(A)(1) of the Committee Charter, review and discuss with the Office of Inspector General and Management the contemplated scope and plan for LSC's required annual audit

• Roxanne Caruso, Assistant Inspector General for Audit
• Debbie Moore, Treasurer and Chief Financial Officer

6. Pursuant to Section VIII(C)(6) of the Committee Charter, review LSC's efforts, including training and education, to help ensure that LSC employees and grantees act ethically and safeguard LSC funds

• Ron Flagg, Vice President for Legal Affairs
• Debbie Moore, Treasurer and Chief Financial Officer
• Lynn Jennings, Vice President for Grant Management
• Jeffrey Schanz, Inspector General

7. Management update regarding risk management

• Ron Flagg, Vice President for Legal Affairs

8. Briefing about follow-up by the Office of Compliance and Enforcement on referrals by the Office of Inspector General regarding audit reports and annual independent public audits of grantees

• Lora Rath, Director, Compliance and Enforcement
• Roxanne Caruso, Assistant Inspector General for Audits

9. Public comment

10. Consider and act on other business

11. Consider and act on motion to adjourn the open session meeting and proceed to a closed session

Closed Session

1. Approval of minutes of the Committee's Closed Session meeting on July 29, 2018

2. Briefing by Office Compliance and Enforcement on active enforcement matter(s) and follow-up on open investigation referrals from the Office of Inspector General

• Lora Rath, Director, Compliance and Enforcement

3. Briefing on status of 2018 recommendations of the corporation's auditors

• Debbie Moore, Treasurer and Chief Financial Officer

4. Consider and act on adjournment of meeting

October 21, 2019

Finance Committee

Open Session

1. Approval of agenda

2. Approval of minutes of the Committee's Open Session meeting of July 30, 2019

3. Presentation of LSC's Preliminary Financial Report for the year ending September 30, 2019

• Debbie Moore, Treasurer and Chief Financial Officer

4. Report on the status of FY 2020 appropriation process

• Carol Bergman, Vice President for Government Relations & Public Affairs

5. Report on the FY 2021 appropriations process

• Carol Bergman, Vice President, Government Relations & Public Affairs

6. Consider and act on Resolution 2019-00X, Resolution on Amendments to and Restatement of the LSC 403(b) Plan

• Traci Higgins, Director of Human Resources
• Ron Flagg, General Counsel and Vice President for Legal Affairs
• Mark Freedman, Senior Associate General Counsel

7. Consider and act on the collective bargaining agreement (CBA)

8. Public comment

9. Consider and act on other business

10. Consider and act on motion to adjourn the open session meeting and proceed to a closed session

Closed Session (If Necessary)

1. Approval of minutes of the Joint Finance Committee and Board Closed Session telephonic meeting of September 10, 2019

2. Discussion of the collective bargaining agreement (CBA)

3. Consider and act on other business

4. Consider and act on motion to adjourn

Governance and Performance Review Committee

Open Session

1. Approval of agenda

2. Approval of minutes of the Committee's Open Session meeting of July 28, 2019

3. Report on 2019 Board and Committee Evaluations

• Carol Bergman, Vice President for Government Relations & Public Affairs

4. Report on Transition Planning and Orientation

• Carol Bergman, Vice President for Government Relations & Public Affairs
• Ron Flagg, Vice President for Legal Affairs, General Counsel, and Corporate Secretary

5. Consider and act on proposed contract renewal for LSC President

6. Discuss compensation for officers

• Jim Sandman, President

7. Consider and act on other business

8. Public comment

9. Consider and act on motion to adjourn the meeting

Delivery of Legal Services Committee Committee

Open Session

1. Approval of agenda

2. Approval of minutes of the Committee's Open Session meeting of July 29, 2019

3. Update on revisions to LSC Performance Criteria

• Lynn Jennings, Vice President for Grants Management

4. Panel presentation on grantee board best practices in grantee board governance

• Gregory Landry, Executive Director, Acadiana Legal Services Corporation
• Susan Jones, Board Chair, Acadiana Legal Services Corporation
• Rodolfo Sanchez, Executive Director, DNA-Peoples Legal Services
• Judith M. Dworkin, Board Chair, DNA-Peoples Legal Services
• Ashley E. Lowe, Chief Executive Officer, Lakeshore Legal Aid
• Thomas W. Linn, Board Chair, Lakeshore Legal Aid
• Moderator: Lynn Jennings, Vice President of Grants Management, Legal Services Corporation

5. Public comment

6. Consider and act on other business

7. Consider and act on motion to adjourn the meeting

October 22, 2019

Board of Directors

Open Session

1. Pledge of Allegiance

2. Approval of agenda

3. Approval of minutes of the Board's Open Session meeting of July 30, 2019

4. Consider and act on nominations for the Vice Chair of the Board of Directors

5. Chairman's Report

6. Members' Reports

7. President's Report

8. Inspector General's Report

9. Consider and act on the report of the Operations and Regulations Committee

10. Consider and act on the report of the Governance and Performance Review Committee

11. Consider and act on the report of the Institutional Advancement Committee

12. Consider and act on the report of the Audit Committee

13. Consider and act on the report of the Delivery of Legal Services Committee

14. Consider and act on the report of the Finance Committee

15. Opioid Task Force implementation update

16. Consider and act on resolution, In Recognition and Profound Appreciation of Harry J.F. Korrell III's Distinguished Service

17. Consider and act on resolution, In Recognition and Profound Appreciation of Martha Minow's Distinguished Service

18. Consider and act on resolution, In Recognition and Appreciation of Distinguished Service by Members of the LSC Disaster Task Force

19. Consider and act on resolution, In Recognition and Appreciation of Distinguished Service by Latham & Watkins LLP

20. Public comment

21. Consider and act on other business

22. Consider and act on whether to authorize a closed session of the Board to address items listed below

Closed Session

1. Approval of minutes of the Board's Closed Session meeting of July 30, 2019

2. Approval of minutes of the Finance Committee and Board's Closed Session telephonic meeting of September 10, 2019

3. Management briefing

4. Inspector General briefing

5. Consider and act on list of prospective Leaders Council and Emerging Leaders Council members

6. Consider and act on General Counsel's report on potential and pending litigation involving LSC

7. Consider and act on other business

8. Consider and act on motion to adjourn the meeting

CONTACT PERSON FOR INFORMATION:

Karly Satkowiak, Special Counsel, at [phone]. Questions may be sent by electronic mail to [e-mail].

Dated: October 10, 2019. Stefanie Davis, Assistant General Counsel.

NON-CONFIDENTIAL MEETING MATERIALS:

Non-confidential meeting materials will be made available in electronic format at least 24 hours in advance of the meeting on the LSC website, at http://www.lsc.gov/​board-directors/​meetings/​board-meeting-notices/​non-confidential-materials-be-considered-open-session.

ACCESSIBILITY:

LSC complies with the American's with Disabilities Act and Section 504 of the 1973 Rehabilitation Act. Upon request, meeting notices and materials will be made available in alternative formats to accommodate individuals with disabilities. Individuals who need other accommodations due to disability in order to attend the meeting in person or telephonically should contact Katherine Ward, at [phone] or [e-mail], at least 2 business days in advance of the meeting. If a request is made without advance notice, LSC will make every effort to accommodate the request but cannot guarantee that all requests can be fulfilled.

Dated: October 10, 2019.

Katherine Ward,

Executive Assistant to the Vice President for Legal Affairs, General Counsel & Corporate Secretary.

Footnotes

*.  Please note that all times in this notice are Mountain Daylight Time.

**.  Any portion of the closed session consisting solely of briefings does not fall within the Sunshine Act's definition of the term “meeting” and, therefore, the requirements of the Sunshine Act do not apply to such portion of the closed session. 5 U.S.C. 552b(a)(2) and (b). See also 45 CFR 1622.2 & 1622.3.