Minutes of a Closed Session of

The Board of Directors of

LA’s Promise

August 30, 2011

The Board of Directors of LA’s Promise, a California nonprofit public benefit corporation, held a closed session meeting on August 30, 2011, commencing at 10:00 am, by telephone. 

Board Members Present: John Kissick, Stephen Prough, Elizabeth Mann, Megan Chernin, Frank Marshall, Emma Watts, Alison Temple, Brian McNamee (Mr. Vander Ark joined at 10:20 and did not vote)

Absent: Rick Hess, Vanessa Morrison, Erik Feig

Quorum present?  Yes

Others Present:

Brian May, Mayer Brown, David West, Mayer Brown.

Proceedings:

•  The meeting was convened at 10:05 a.m. by Ms. Mann.

•  Mr. Mann made a motion to ratify the severance agreement between Mike McGalliard and LA’s Promise.  Extensive discussion of all aspects of this issue ensued.  Board Members asked questions and received answers.  The motion was seconded and unanimously approved.  There were no “nay” votes and no board members absented.

•  Ms. Mann made a motion to ratify the interim CEO agreement between Kathi Littmann and LA’s Promise.  Ms. Littmann’s compensation package includes a salary similar to the previous CEO and appropriate expense reimbursement opportunities.  Discussion ensued and questions were answered.  The motion was unanimously approved.  There were no “nay” votes and no board members absented.

• There being no further business to come before the Board of Directors, on motion duly made and seconded, the meeting was adjourned at 10:33 a.m. 

Date:  August 30, 2011

                                                                                                                              _______________________________________________

                                                                                                                                                                                                                                                            Elizabeth Mann,, Secretary