AGENDA January 19, 2016

58 Berkeley Street Boston, MA 02116-6215 T (617) 695-9307 F (617) 695-9309 www.ellismemorial.org AGENDA January 19, 2016 Call to Order Approval of Minutes President s Report CEO Report - Operations - Finance - Capital-Facilities Committee Reports - Development: Nathalie (Event update) - Finance: Suzanne - Nominations: Coleen - HR: Kathy Additional Business

58 Berkeley Street Boston, MA 02116-6215 T (617) 695-9307 F (617) 695-9309 www.ellismemorial.org Ellis Board of Directors Meeting Minutes November 17, 2015 Present: Suzanne Dwyer, Kristina Davis, Evan Davis, Kathleen Betts, Amy Donovan, Frank Davis, Michael Scannell, Marta van Dam, Atsuko Fish Via Conference Call: Lawrence Hughes Via Proxy: None Meeting called to order: 4:10 p.m. Motion: Motion to approve September 2015 Board Meeting minutes was proposed, seconded and approved. President s Report: Presented by Larry Hughes - Today is a very important meeting the primary purpose of which is to discuss the project for 66 Berkeley Street. CEO Report: Presented by Leo Delaney - Operations: No significant changes. - Finance: The final June 30, 2015 audited financial statements have been received and approved by the Board today. - Facilities: The construction project for the total renovation of 66 Berkeley Street was presented by the CEO followed by a detailed financial timeline with projected fund raising throughout the renovation. The Board approved the organization (Ellis) to enter into a construction contract with Highland Development Company. The Board approved the total cost of $4,079,121 for the project. The Board also emphasized to the CEO that he has a duty to report to the Board if the renovation exceeds the projected cost. - Capital Campaign: Recently received was $150,000 from the Amelia Peabody Charitable Fund and $250,000 over a two year period from Liberty Mutual for the capital project. - Development Committee Report: Presented by Nathalie Favre-Gilly - The gala will be held on May 6, 2016. We will again have an event planner (AE Events, reffered by Amy Donovan and highly recommended by Dan Donahue). The venue is the Cyclorama. The Chairs for the event are Tom Dicker of BNY Mellon and his wife Shari Dicker. This year the event will honor Larry Hughes. To date $190,000 has been raised for the event with the goal being $500,000 (will net $350,000). Krissy Davis asked if the goal was not overly ambitious, but Nathalie and Leo felt that it is attainable with the help of BNY Mellon. Board Members offered suggestions on an emcee, as Lisa Hughes is not available on that date. - The End of Year Appeal will be mailed to over 600 households and should arrive November 27-28.

Finance Committee Report: Presented by Suzanne Dwyer - The fy 2015 Audit was clean with only some language and Notes revised. A Management Letter will not be issued. Suzanne and Marta motioned that the Audit be approved; there was a unanimous vote to do so. - Suzanne stated that Todd informed her that he has reviewed and approved UFR. Nominations Committee Report: Presented by Coleen Dinneen - Reubin Ackerman, Chief Compliance Officer at Berkshire Partners. Leo and Coleen are having lunch with Mr. Ackerman on December 10 at Back Bay Harry s to further discuss the possibility of becoming a Board member. - A general discussion about who Ellis is looking to join the Board followed. All agreed that Ellis needs more diversity in the Board to attract people in the medical field and the education field. Leo would like to see more people who can open doors for Ellis. Mike suggested we contact Dr. Jordan at Dimock Health Center. Leo will follow up. - Larry stated that Ellis should never stop looking for new board mem bers. - Human Resources Committee Report: Presented by Kathy Betts - The Ellis Employee Manual needs to be up-dated to bring it in line with specific Massachusetts laws. - Kathy, with the Boards agreement, recommended that Leo continue work with Tim Fitzsimmons. - Leo gave the Board an overview of the All Agency Meeting held on November 11 th. Leo discussed the recent employee survey the results of which were very positive. The biggest issue according to the survey is the lack of good communication. One of the suggestions is that the Agency have quarterly meetings. Another suggestion is that Leo attend, when possible, staff meetings which are held by each program every other month. - Larry suggegsted that all Board members be given a copy of the Survey. Leo or Nathalie will provide. Meeting Adjourned: 5:15 p.m. Next Board Meeting: Tuesday, January 19, 2016 at 4:00 p.m.

58 Berkeley Street Boston, MA 02116-6215 T (617) 695-9307 F (617) 695-9309 www.ellismemorial.org CEO Report: January 2016 Operations/Updates The School-Age Program continues preparations for construction at 66 Berkeley and the temporary relocation of the program. We are in the process of negotiating with the Josiah Quincy School as a potential relocation, as well as Tent City and 95 Berkeley. The Madison Park location is preparing to go through relicensing with EEC, as they are up for renewal in February. Early Education enrollment continues to be at full capacity. We have begun implementing the new structure around the PEG grant funding with our Preschool program. The HR Committee was especially helpful crafting the letters notifying the Preschool staff of the temporary salary changes from this new funding. On an additional note, our Early Education Center Director Maria Teixeira will be on maternity leave starting in February. We have created an internal team including Assistant Directors and administrative staff to manage the program during her absence. Adult Day Health has received word that their license to operate is listed as an interim license. This will remain in effect until they come out for the formal inspection during the first quarter of 2016. The program continues to struggle, with building their enrollment and being able to maintain an adequate attendance to justify the expenses associate with the program. I believe that the time to make a decision regarding the program is necessary as we move forward with our plans for the future.. The Core Management Team continues to meet biweekly as a group and in one-on-one meetings with each other. They continue to utilize Tim Fitzsimons, a management consultant who has been providing coaching and training services which have both improved my skills and our internal communications with the leadership team. Financial Updates Financials through November will be distributed prior to the Board meeting. We will be holding off on the December financials in order to capture all of the revenue/expenses for the first half of the fiscal year. The plan is to have a more in depth, six month review with the Finance Committee. Development Updates CAMPAIGN FOR THE FUTURE UPDATE We are looking at the following plan with Citizens for financing $1M upfront and PCI or the Life Initiative financing $1.5M. The $1.5M will be a two-year term using the Capital pledges and tax credits as leverage/collateral. I think we should try to finance through tax exempt bonds to save on interest and future legal work. The tax exempt bond will be for the $3M current debt and the $1M in additional funds from Citizens leaving us with permanent debt of $4M. I believe it s doable Benny Wong from Mass Development stated he sees no problem in Ellis getting approved for the Tax Exempt Bond.

Emily Greenstein has already spoken to counsel, Kim Epstein from Hackett Feinberg, and she s going to try to put together some cost estimates for the closing so we can start shaping this out. We have asked our counsel Klein Horning to begin the title search, and talked with them about the closing for CIF, Citizens, and PCI or LI which ever we end up going with. Please see attached Revenue Forecast. ANNUAL GALA FACES & PLACES, MAY 6 th Sponsorship requests are in the mail and follow up is on-going. Save-the-date postcards have been emailed to all potential guests and key supporters. A more updated report will be provided at the meeting. Board Nominations A luncheon meeting is scheduled to meet with a potential candidate on Friday, January 22 nd. A brief bio of Reuben Ackerman is below. REUBEN B. ACKERMAN Chief Compliance Officer Berkshire Partners LLC Reuben Ackerman joined Berkshire Partners as Chief Compliance Officer in 2012. Reuben s primary responsibilities include maintaining and overseeing an effective compliance program for the firm. Prior to Berkshire, Reuben was Vice President, Investor Operations and Assistant General Counsel at Audax Group where he advised on fundraising and compliance matters. Previously, Reuben was an Associate in the corporate practice of Ropes & Gray LLP. Education B.A. from American University J.D. from the Boston College Law School

66 BERKELEY STREET - CAMPAIGN RESULTS AS OF 12/11/15 SECURED FUNDING - PRIVATE AMOUNT Highland Street Foundation, 2 year pledge $ 250,000 State Street Foundation $ 250,000 Liberty Mutual, 2 year pledge $ 250,000 Board and Staff Pledges, multi-year $ 190,000 Amelia Peabody Charitable Fund $ 150,000 Proceeds from 130th Gala $ 130,000 The Baupost Group, 2 year pledge $ 100,000 Fish Family Foundation, 2 year pledge $ 100,000 Franklin Square House Fdn $ 40,000 Macomber Family Foundation $ 25,000 Small grants (BRA) $ 25,000 TOTAL SECURED $ 1,510,000 SECURED FUNDING - GOVERNMENT EEOST Capital Grant Funds $ 800,000 Tax Credits $ 513,000 TOTAL GOVERNMENT $ 1,313,000 TOTAL FUNDS COMMITTED TO PROJECT $ 2,823,000 FUNDING PROSPECTS AMOUNT Fidelity Charitable Trust $ 100,000 Mid January Boston Bruins Foundation $ 100,000 Meeting in January Individuals $ 100,000 On-going Cabot Family Charitable Trust $ 25,000 Prosal due in 02/2016 George B. Henderson Fund for the City of Boston $ 40,000 Mar-16 Proceeds from May 2016 event $ 50,000 May-16 Harold Whitworth Pierce Charitable Trust $ 25,000 Apr-16 Additional Tax Credits $ 50,000 Apr-16 TOTAL PROSPECTS/PENDING REQUESTS $ 490,000

66 BERKELEY STREET - CAMPAIGN RESULTS AS OF 12/11/15 TOTAL PROJECTED SUPPORT (secured + prospects) $ 3,313,000 TOTAL PROJECT COST $ 4,079,151 LONG-TERM DEBT $ 766,151 Norman Knight committed $25,000 per year for endowmwnt. ent