2020-08046. Sunshine Act Meeting

DATE AND TIME:

The Legal Services Corporation's Board of Directors and its six committees will meet April 20-21, 2020. On Monday, April 20, the first meeting will commence at 1:15 p.m., Eastern Daylight Time (EDT), with the next meeting commencing promptly upon adjournment of the immediately preceding meeting. On Tuesday, April 21, the first meeting will commence at 12:00 p.m., EDT, with the next meeting commencing promptly upon adjournment of the immediately preceding meeting. On Tuesday, April 21, the closed session meeting of the Board of Directors will commence at 4:45 p.m., EDT.

LOCATION:

Public Notice Of Virtual Remote Meeting. Due to the COVID-19 public health crisis, Legal Services Corporation (LSC) will be conducting the April 20,—21, 2020 meetings remotely via ZOOM. LSC will post the ZOOM access information on the LSC website as soon as it is available.

PUBLIC OBSERVATION:

Unless otherwise noted herein, the Board and all committee meetings will be open to public observation. Members of the public who wish to participate remotely in the public proceedings may do so by following the directions provided below.

DIRECTIONS FOR OPEN SESSIONS:

• To participate in the meeting, go to the following link to “Board Meeting Materials”: https://www.lsc.gov/​about-lsc/​board/​meetings/​materialslsc/​board/​meetings/​materials;
• Additional instructions for participating in the meeting via ZOOM will be posted under “Board Meeting Materials.”
• Once connected, your microphone will be automatically “MUTED.”
• To participate in the meeting during public comment you will be notified when your microphone is no longer “MUTED” and you may give your questions, and or comments.

From time to time, the presiding Chair may solicit comments from the public.

Meeting Schedule

	Time**
Monday, April 20, 2020:
1. Institutional Advancement Committee	1:15 p.m.
2. Communications Subcommittee of the Institutional Advancement Committee
3. Governance and Performance Review Committee
4. Operations & Regulations Committee
5. Delivery of Legal Services Committee
Tuesday, April 21, 2020:
1. Finance Committee	12:00 p.m.
2. Combined Finance and Audit Committees
3. Audit Committee
4. Board of Directors

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.^[**]

Institutional Advancement Committee—Open, except that the meeting may be closed to the public to hear a briefing on Development activities.**

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

Governance and Performance Review Committee—Open, except that the meeting may be closed to the public to hear a report on the President's evaluation of other officers.**

Combined Finance and Audit Committees—Open, except that the meeting may be closed to the public to hear a briefing from the auditors.**

A verbatim written transcript will be made of the closed session of the Board, Institutional Advancement Committee, Audit Committee, Governance and Performance Review Committee and Combined Audit and Finance 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:

April 20, 2020

Institutional Advancement Committee

Open Session

1. Approval of agenda

2. Approval of minutes of the Committee's Open Session meeting of January 31, 2020

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. Public Comment

6. Consider and act on other business

7. 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 of January 31, 2020

2. Development activities report

• Nadia Elguindy, Director of Institutional Advancement

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

4. Consider and act on other business

5. Consider and act on motion to adjourn the meeting

April 20, 2020

Communications Subcommittee of the Institutional Advancement Committee

Open Session

1. Approval of agenda

2. Approval of minutes of the Subcommittee's Open Session meeting of January 31, 2020

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

Governance and Performance Review Committee

Open Session

1. Approval of agenda

2. Approval of minutes of the Committee's Open Session meeting on January 31, 2020

3. Consider and act on other business

4. Public comment

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

Closed Session

1. Report on evaluations of LSC's Vice President for Grants Management, Vice President for Government Relations and Public Affairs, Chief Financial Officer

• Ronald Flagg, President

2. Consider and act on adjournment of meeting

April 20, 2020

Operations & Regulations Committee

Open Session

1. Approval of agenda

2. Approval of minutes of the Committee's Open Session meeting of January 30, 2020

3. Consider and act on the 2020-2021 Rulemaking Agenda

• Ronald Flagg, President
• Stefanie Davis, Senior Assistant General Counsel

4. Report on the Results of the Survey on Grantee Changes to Private Attorney Involvement Programs

• Stefanie Davis, Senior Assistant General Counsel

5. Report on Regulatory Issues Involving the COVID-19 Health Crisis

• Mark Freedman, Senior Associate General Counsel
• Stefanie Davis, Senior Assistant General Counsel

6. Update on performance management and human capital management

• Traci Higgins, Director of Human Resources

7. Public comment

8. Consider and act on other business

9. Consider and act on adjournment of meeting

April 20, 2020

Delivery of Legal Services Committee

Open Session

1. Approval of agenda

2. Approval of minutes of the Committee's Open Session meeting on January 30, 2020

3. Presentation on grantee oversight by the Office of Program Performance

• Lynn Jennings, Vice President for Grants Management
• Joyce McGee, Director, Office of Program Performance

4. Public comment

5. Consider and act on other business

6. Consider and act on motion to adjourn the meeting

April 21, 2020

Finance Committee

Open Session

1. Approval of agenda

2. Approval of minutes of the Committee's Open Session meeting on January 31, 2020

3. Presentation of LSC's Financial Report for the first five months of FY 2020

• Debbie Moore, Chief Financial Officer & Treasurer

4. Discussion of LSC's FY 2020 appropriations

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

5. Consider and act on Resolution #2020-XXX, Approving the expenditure of $50,000,000 of appropriated funds for COVID-19 health crisis response

6. Discussion of LSC's FY 2021 appropriations request

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

7. Discussion regarding process, timetable, and methodology for FY 2022 budget request

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

8. Public comment

9. Consider and act on other business

10. Consider and act on adjournment of meeting

April 21, 2020

Combined Finance & Audit Committees

Open Session

1. Approval of agenda

2. Presentation of the Fiscal Year (FY) 2019 Annual Financial Audit

• Roxanne Caruso, Assistant Inspector General for Audit
• Marie Caputo, Principal, CliftonLarsonAllen

3. Consider and act on motion to adjourn the Open Session Meeting and proceed to a Closed Session

Closed Session

1. Opportunity to ask auditors question without management present

• Roxanne Caruso, Assistant Inspector General for Audit
• Marie Caputo, Principal, CliftonLarsonAllen

2. Communication by Corporate Auditor with those charged with governance under Statement on Auditing Standard 114

• Roxanne Caruso, Assistant Inspector General for Audits
• Marie Caputo, Principal, CliftonLarsonAllen

3. Consider and act on motion to adjourn the meeting

Open Session

1. Presentation of the FY 2019 IRS Form 990

• Debbie Moore, Chief Financial Officer & Treasurer

2. Consider and act on Resolution 2020-XXX, Acceptance of the Draft Financial Statements for Fiscal Year 2019

3. Presentation of the Office of Inspector General's Fraud Awareness Program for Grantees

• Daniel O'Rourke, Assistant Inspector General for Investigations

4. Public comment

5. Consider and act on other business

6. Consider and act on motion to adjourn the meeting

April 21, 2020

Audit Committee

Open Session

1. Approval of agenda

2. Approval of minutes of the Committee's Open Session meeting on January 31, 2020

3. Briefing of Office of Inspector General

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

4. Management update regarding risk management

• Ronald Flagg, President

5. 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 of Compliance and Enforcement
• Roxanne Caruso, Assistant IG for Audits

6. Briefing on subgrants and subgrant oversight

• Megan Lacchini, Deputy Director for General Compliance, Office of Compliance and Enforcement

7. Briefing on the integrity of LSC's electronic information and combating cyber risk

• Jada Breegle, Chief Information Officer
• Stuart Axenfeld, Deputy Director for Fiscal Compliance, Office of Compliance and Enforcement

8. Briefing on the prevention of conflicts of interest or hostile work environment situations and equal employment opportunity initiatives

• Traci Higgins, Director of Human Resources

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 of January 31, 2020

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

• Lora Rath, Director of Compliance and Enforcement

3. Consider and act on adjournment of meeting

April 21, 2020

Board of Directors

Open Session—April 21, 2020

1. Pledge of Allegiance

2. Approval of agenda

3. Approval of minutes of the Board's Open Session meeting of February 1, 2020

4. Chairman's Report

5. Members' Report

6. President's Report

7. Inspector General's Report

8. Consider and act on the report of the Governance and Performance Committee

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

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

11. Consider and act on the report of the Combined Audit and Finance Committees

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

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

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

15. Consider and act on Resolution 2020-XXX, in Recognition and Appreciation of Distinguished Service by Ed Marks

16. Consider and act on Resolution 2020-XXX, in Recognition and Appreciation of Distinguished Service by Ellen Lawton

17. Consider and act on Resolution 2020-XXX, in Recognition and Appreciation of Distinguished Service by Jim Sandman

18. Consider and act on Resolution 2020-XXX, Appointing Rebecca Weir Ethics Officer

19. Annual Presentation from the Office of Information Technology

• Jada Breegle, Chief Information Officer

20. Report on process and timeline for Strategic Plan

• Ronald Flagg, President

21. Veterans Task Force Update

• Ronald Flagg, President

22. Disaster Task Force Update

• Lynn Jennings, Vice President for Grants Management

23. Public Comment

24. Consider and act on other business

25. 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 February 1, 2020

2. Management briefing

3. Inspector General briefing

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

5. Consider and act on prospective Leaders Council and Emerging Leaders Council invitees

6. Consider and act on motion to adjourn meeting

CONTACT PERSON FOR INFORMATION:

Karly Satkowiak, Special Counsel and Katherine Ward, Executive Assistant to the Vice President & General Counsel, at [phone]. Questions may be sent by electronic mail to [e-mail].

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.

Dated: April 13, 2020.

Katherine Ward,

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

Footnotes

**.  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. Please note all meetings are Eastern Daylight Time (EDT).