Constitutional Rights Foundation Board of Directors Meeting

Wednesday, September 17, 2014 Seasons 52, Century City

I. Call to Order and Approval of the Minutes Bob Stern

II. Chair’s Report Bob Stern

III. President’s Report Marshall Croddy

IV. Spring Dinner Warren Jackson

V. Finance Report Chris Paskach

VI. Nominating Report Rick Kolodny

VII. Program/Fall Volunteer Opportunities Sharon Matsumoto

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Constitutional Rights Foundation Board of Directors Meeting

Tuesday, June 3, 2014 — 6:45 p.m. McCormick & Schmick’s — Downtown Los Angeles 633 West 5th Street, 4th Floor, Los Angeles, CA

Present: Robert Stern (presiding), Robert Aronoff, Leon Bass, Darin Beffa, Alan Braverman, Scott Cooper, David DiMeglio, Kimberly Dunne, Ray Fisher, Jon Gordon, Robert Greenfield, Amy Hawkes, Laurence Hutt, Warren Jackson, Louis Kempinsky, Rick Kolodny, John Kronstadt, L. Rachel Lerman, C. James Levin, Sharon Matsumoto, Kevin Mayer, Sue Miller, Chris Paskach, Fred Puglisi, Patrick Rogan, Tom Ryan,Jeff Scott, Eugene Shutler, Masood Sohaili, Gregory Stone, Doug Thompson CRF Staff: Marshall Croddy (President), Sylvia Andresantos, Rowena Balwit, Andrew Costly, Keri Doggett, Damon Huss, John Martin, Lourdes Morales, Laura Wesley Absent: James Aquilina, Jane Arnault, Joseph Calabrese, Joanne Caruso, Malissia Clinton, Vince Davitt, Greg Gelfan, Margaret Gillespie, Ross Higman, Kurt Hocker, Linda Husar, Roberto Kampfner, Erbin Keith, Richard Kolodny, Joseph Lee, Jason Lo, Elizabeth Mann, Susan Miller, William Molinski, Alina Mooradian, Peter Morrison, Gregory Pimstone, Howard Privette, Christopher Reynolds, Christopher Ruhland, Robert Sacks, Peggy Saferstein, Darry Sragow, Marjorie Steinberg, Gail Migdal Title, Kathleen MacFarlane Waters

I. Approval of the Minutes Bob Stern opened the meeting at 6:45 p.m. He called for a motion to approve minutes from the March 2014 Board meeting, subject to correction of the erroneous statement that there was no budget deficit. This motion was made, seconded, and unanimously approved. The erroneous statement will be corrected to reflect that the deficit was reduced, but not eliminated.

II. Chair Report Bob reported that the Executive Committee has decided on three primary priorities for the remainder of 2014. These will be: (1) reviewing CRF’s foundation grant proposal process and looking for possible additional strategies to employ; (2) coming up with a plan for increasing the involvement of young lawyers in CRF’s programs; and (3) increasing Board diversity. Bob called for ideas on what specific companies CRF should target as well as input/contacts for outreach to potential Board contacts. He also reported that the Bylaws have been updated with assistance of Jim Levin. He called the Board’s attention to changes in the Bylaws in the following sections:

Section 3.02 increases the maximum number of Board members to eighty (80) (a change that had been adopted by the Board a number of years ago, but not revised in the Bylaws).

Section 3.16 implements changes in the makeup of the Executive Committee that were adopted by the Board last summer when it approved the Joel Feuer Report on Committees.

Section 3.17 now provides for the selection of a Chair Elect, a change also adopted with the Feuer Report.

A motion to adopt the updated Bylaws was made, seconded, and approved.

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III. Audit Report/990 Chris Paskach reported that the 2014 budget adopted last December projected a deficit of $296,000, but that, as of the end of April, CRF anticipates only a $104,000 deficit, a $192,000 improvement. He attributed this change primarily to the success of the Spring Dinner and increased EHI program fundraising.

IV. President’s Report Marshall reported on developments in funding, program achievement, and Board involvement. Regarding funding, Marshall reported on the status of proposals to the Annenberg (approved), Hearst (denied), and McCormick Foundations (still outstanding). He also reported that a proposal prepared for and submitted to the Gates Foundation by Keri Doggett has gone on to final review. The search for new funding opportunities is ongoing. Regarding programs, Marshall reported that CRF’s has been fulfilling its obligations under the Pearson contract, meeting or exceeding expectations regarding the quality and quantity of CRF’s deliverables. Mock Trial 2013-14 was also successful financially and programmatically. Marshall reported that CRF secured funding for 68 interns in the EHI program for summer 2015. He further reported a successful Southern California CAP Showcase that led to potential support from government representatives who attended this event. Marshall thanked the Board for its increased volunteerism for CRF’s programs and events. V. Program Keri introduced Valerie Felix, a teacher at Burton Technology Academy Charter High School, who last year won the Statewide Civic Learning Award for CAP. The five students present at the dinner all participated in the recent Southern California CAP Showcase made presentations on their Civic Action Projects for the Board. The first group of students presented on educational outreach on human rights for undocumented workers. The second group of students reported on their efforts to combat sexual exploitation, particularly of minors, through an educational campaign. Valerie Felix noted that as an educator, she values the experiential learning opportunity CAP offers. She thanked CRF for providing the CAP program, because it is a resource that allows her to help her students in developing skills for effective citizenship and in cultivating their skills as future leaders. VI. Spring Dinner/Development Warren reported that the projected Spring Dinner gross income for 2014 is nearly $1.1 million. He reported efforts to keep an ongoing relationship with firms whose support was new to CRF in 2014 both as prospects for potential Board members as well as potential supporters of EHI and other CRF programs. With respect to the 2015 Spring Dinner, Warren asked for assistance from the Board in compiling and approaching a list of potential corporate honorees in the Los Angeles area. Additionally, Warren noted that some potential speakers approached in 2014 may be available in 2015 if given enough notice. Warren asked the Board to consider possible alternatives to an opportunity drawing for a Lexus that may provide greater financial return on the effort involved. With respect to the Spring Dinner committee, Warren called on committee members to increase their involvement for next year by setting stretch goals for themselves. Warren asked whether the Lloyd M. Smith Award may be presented to an individual other than a Board member and urged the Board to consider utilizing the Foundations of Freedom Award concurrently with the Bill of Rights Award so that CRF would be able to have more than one honoree at a given dinner. Bob Stern noted that initial efforts to maintain involvement with firms and companies new to supporting CRF have begun and asked for the Board contacts with the following companies and firms: AMC, CBS, Turner, A+E, Discovery, HBO, Jenner & Block, Jackson Lewis, Hogan Lovells, Mitchell Silberberg, Starz, and Deloitte.

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VII. Audit Report/ 990 Amy Hawkes reported on the results of the 2014 audit conducted by SingerLewak. She noted that this year’s audit went very smoothly for CRF and called the Board’s attention to the Form 990 included with the meeting packet. She noted that the Audit Committee has approved and accepted the audit and the form.

VIII. Compliance Policies Larry Hutt reported on work with Leon Bass and Doug Thompson, as well as the Executive Committee, to revise the previously adopted Board Responsibility document for clarity on responsibilities of CRF Directors. These include:

Service on a committee Attendance at at least 2 of the 4 meetings each year Give/Get requirement of a minimum of $10,000, unless the Director is a public

official Personal contribution of $1500

A motion was made, seconded and approved to adopt the revised document 8:27 p.m. Bob Stern adjourned the meeting.

Constitutional Rights Foundation Board of Directors Meeting

September 19, 2014

President’s Report

Fund Development ● McCormick Foundation has communicated with us regarding our proposal for a 3-year project to expand CAP in Illinois. Their 2014 budget will not permit Civic Action Project funding this year, but they are hopeful for an increase in 2015, which will allow us to apply in the $200,000 range in the first quarter of next year. They are also trying to help us identify additional funders to support CAP on a regional basis. ● We are working with CreativeFuture, a corporate-sponsored organization that does outreach awareness and education about issues of protecting intellectual property to determine how we might work together on projects. ● We have submitted a final grant application to the S.D. Bechtel Foundation for $75,000 as transition funding for Civic Action Project. ● We have been asked and are in negotiations with California State Department of Education to provide contract writing for the revision of the California State History/Social Science Framework. ● Working with Street Law, Inc. for continued Educating about IP funding, we have submitted a proposal to Intellectual Property owners association for $50,000. ● We also had a productive conference call with the Pearson marketing team, who are very excited about CAP and the new CRF-created discussion components and they are planning for launch in the fall. ● Work continues on a variety of initiatives including those for a continuation of Deliberating in a Democracy and additional CAP funding, ● Working on a variety of matters related to follow-up to the Spring Dinner and corporate outreach. Administration ● Continued work on revamping procedures, staff responsibilities, and systems for Development and Administration.

Board ● Worked with Bob Stern on implementation of the Board compliance process. ● Worked on drafting new messaging for CRF corporate outreach. ● Continued work on the CRF Advisory Council with John Cooke serving as interim chair. ● Participated in board-level committee planning and meetings for Executive, Nominating, Publications, Finance, Education, and the Compliance Group. Outreach ● Working with Judge Lynn Sammarino of the Southern District, 9th Circuit and the Courts and Community Committee on civics programming for the circuit. ● Participated in meetings with the new Power of Democracy group, the successor of the California Task Force on Civic Learning to plan strategies. ● Continued to work with Ray Fisher to establish a working relationship with the Federal Judiciary Center and the Ninth Circuit education group. ● Invited to co-author an article on the new C3 Social Studies Framework with Dr. Peter Levine, Associate Dean for Research in Tuft’s University College of Citizenship and Pubic Service for Social Education. Staff ● With Victor Monzon implemented overview of legally required workplace procedures and practices relating to safety, personnel, and the physical plant.

TALYA Z. FRIEDMAN is a Shareholder in the Los Angeles, California office

of Jackson Lewis P.C.

Ms. Friedman’s practice concentrates on advising and representing

employers in state and federal employment litigation, including wrongful

termination, sexual harassment, fraud, unfair business practices, breach of

contract, and discrimination on the basis of sex, race, age, religion and

disability. Ms. Friedman also has extensive experience defending class

actions including claims brought under various California and federal

wage and hour laws and involving issues such as meal and rest breaks, off-the-clock work,

overtime pay and employee misclassification. She also provides advice and counsel to

corporate clients on all aspects of employment related issues.

Additionally, Ms. Friedman represents clients in proceedings before state and federal

administrative agencies and tribunals, including, the Department of Fair Employment and

Housing, Equal Employment Opportunity Commission, the Division of Labor Standards

Enforcement and the U.S. Department of Labor.

Ms. Friedman was recognized as a Rising Star by Southern California Super Lawyers in both

2012 and 2013.

Ms. Friedman is a member of the State Bar of California, the American Bar Association, the

Beverly Hills Bar Association and Labor Employment Section of the Los Angeles County Bar

Association. Ms. Friedman is admitted to practice before all California state courts, U.S. District

Court for the Central District of California and the California Supreme court.

Ms. Friedman earned her Bachelor of Arts degree cum laude from University of California, San

Diego in 1997 where she graduated with Departmental Honors in Sociology with Distinction

and was elected a Phi Beta Kappa Honor Society member. Ms. Friedman earned her Juris

Doctor from Loyola Law School, Los Angeles in 2001 where she was an Articles Editor and

published author on Loyola of Los Angeles International and Comparative Law Review. While

in law school, Ms. Friedman completed an externship with the Disability Rights Legal Center,

Los Angeles and a judicial externship with the Honorable Harvey A. Schneider, Los Angeles

Superior Court Central Civil West.

4829-8496-9990, v. 1

Talya Z. Friedman

Shareholder, Los Angeles Office

Jackson Lewis P.C.

(213) 689-0404

FriedmaT@jacksonlewis.com

SAMANTHA C. GRANTPartner

Practice Area

Labor & Employment

Legal Expertise

Represents employers in a wide variety of labor and employment matters,including wrongful termination, harassment, discrimination, retaliation, breachof contract, fraud, wage and hour, public policy violations, defamation, invasionof privacy, and trade secret/unfair competition. Represents employers in stateand federal court and before state and federal administrative agencies (e.g.EEOC, DFEH, DLSE, and NLRB). Conducts workplace investigations andprovides advice and counseling to employers regarding compliance with state andfederal law (including FMLA, ADA, Title VII, FEHA, and NLRA), personnelpolicies and manuals, and difficult personnel decisions.

Representative Matters

Seconded as in-house employment counsel for international food company(2003-2005).Obtained defense award for video service company in a four-day arbitrationinvolving discrimination, sexual harassment, retaliation, and wrongfultermination claims.Obtained defense award for aerospace company in a week-long arbitrationinvolving discrimination, harassment, and retaliation claims.Obtained defense award for video service company in arbitration involvingdisability discrimination, failure to accomodate, failure to engage in theinteractive process, and wrongful termination claims.Obtained dismissal of breach of collective bargaining agreement claim forinternational beverage company.Successfully represented major motion picture company in jurisdictionaldispute before the NLRB.After defeating class certification, successfully resolved wage and hour class action for global consumer goods company. After successfully demurring, negotiated favorable resolution of wage and hour representative action on behalf of amajor television network.Obtained summary judgment for employers in wrongful termination, discrimination, and harassment cases.Obtained dismissals on behalf of employers of unfair labor practices charges before the National Labor RelationsBoard.

Professional Recognition

"Most Powerful and Influential Women of California," California Diversity Council (2012)

LOS ANGELES

11377 W. Olympic Boulevard Los Angeles , CA 90064(310) 312-3283 direct phone(310) 231-8483 facsimilescg@msk.com

COURT ADMISSIONS California, 1998

USDC, Central District of California,1998

USDC, Northern District of California,2001

USDC, Eastern District of California,2012

U.S. Court of Appeals, Ninth Circuit,1998

EDUCATION University of California Los AngelesSchool of Law, J.D., 1998

University of Toronto, Honors B.A.,1994

Mitchell Silberberg & Knupp LLP © 2014

MITCHELL SILBERBERG & KNUPP LLP

"Attorney Spotlight" Profile, California Minority Counsel Program E-Newsletter (January/February 2011)"Top Labor & Employment Lawyers in California," Daily Journal (2011)"Southern California Rising Stars," Super Lawyers (2005-2010)"California's Top Women Litigators," Daily Journal (2007)"10 Up and Coming African American Lawyers to Watch," Diversity & the Bar by the Minority Corporate CounselAssociation (2007)"Rising Legal Star," LA Focus (2007)Black Law Students Association Alumni Achievement Award, UCLA School of Law (2007)"One to Watch" in the labor and employment field, Daily Journal (2006)

Publications and Presentations

Speaker, Hot Topics in Employment Law: Issues Pertinent to the Entertainment Attorney, Black Entertainment andSports Lawyers Association (2014) Speaker, Implicit Bias, Take II, ABA, Employment Rights and Responsibilities Committee Mid-Winter Meeting (2014) Speaker, Hello, Is This Thing On? Perfecting Public Speaking Skills, ABA, Employment Rights and ResponsibilitiesCommittee Mid-Winter Meeting (2012) Moderator, From Cradle to Grave: Drafting and Communicating Employment Agreements, ABA, Section of Laborand Employment Law Annual Conference (2011) Speaker, Competing for and Winning Work from Corporate Counsel, ABA, Section of Labor and Employment LawAnnual Conference (2010) Speaker, The Effectiveness of Corporate ADR Programs, ABA Annual Meeting (2010) Speaker, Sexual Harassment Arbitration in the Union vs. Non-Union Worlds, ABA, Employment Rights andResponsibilities Committee Mid-Winter Meeting (2009) Speaker, Mentors: Who Needs Them and Why?, ABA, Employment Rights and Responsibilities CommitteeMid-Winter Meeting (2008) Speaker, Grabbing a Jury and Keeping ‘Em, ABA, Employment Rights and Responsibilities Committee Mid-WinterMeeting (2008) Speaker, Managing the Contingent Workforce, National Employment Law Council Annual Conference (2008) Speaker, Maternal Wall Bias and Family Responsibilities Discrimination, ABA Annual Meeting (2008) Speaker, Public Policy and Contractual Exceptions to the Employment At-Will Doctrine, ABA Annual Meeting (2007) Speaker, Workplace Investigations: The Witness Interviews and Evaluation of the Evidence, ABA, Section of Laborand Employment Law Annual Conference (2007) Speaker, True Believers in the Workplace: A Primer on Religious Discrimination, Accommodations, and UndueHardship, State Bar of California Annual Meeting (2007) Speaker, It's a Status Thing: The Ground War at FedEx. Independent Contractor or Employee?, ABA, EmploymentRights and Responsibilities Committee Mid-Winter Meeting (2007) Speaker, Employment Law Legal Update, Southern California Employment Round Table Fall Conference and CarolF. Schiller Award Luncheon (2007) Speaker, The Nuts and Bolts of Harassment Cases: How to Prevent, Identify, and Litigate Harassment Cases, BlackWomen Lawyers Association of Los Angeles Annual Meeting (2007) Speaker, Are Law Firms and Corporations Committed to Diversity in the Legal Profession?, ABA, Employment Rightsand Responsibilities Committee Mid-Winter Meeting (2007) Speaker, Choices, Choices: Your Place or Mine? Drafting and Litigating Choice of Law and Forum Selection Clausesin Non-Compete Agreements, ABA, Employment Rights and Responsibilities Committee Mid-Winter Meeting (2007)

Mitchell Silberberg & Knupp LLP © 2014

MITCHELL SILBERBERG & KNUPP LLP

Speaker, Dealing with Difficult Adversaries, ABA, Labor & Employment Section, Litigation Skills Workshop (2005) Speaker, An Exploration of Diversity Issues, College of Labor and Employment Lawyers of Southern Ninth CircuitRegional College Meeting (2004) Speaker, We Didn't Hire You. You Don't Work Here and Where's That Memo You Owe Me? Who is an Employee?,ABA, Employment Rights and Responsibilities Committee Mid-Winter Meeting (2004) Speaker, From Hiring to Firing, Black Women Lawyers of Los Angeles, Inc. Annual Retreat (2004)

Professional, Business, and Civic Affiliations

National Bar Association Nominations CommitteeFellow of the American Bar FoundationCouncil Member, Labor and Employment Section, American Bar AssociationAdministrative Co-Chair, Employment Rights and Responsibilities Committee, American Bar AssociationDiversity Outreach Initiative Taskforce, Employment Rights and Responsibilities Committee, American BarAssociationExecutive Committee, Litigation Section, Los Angeles County Bar AssociationMember, Black Entertainment and Sports Lawyers AssociationMember, American Employment Law CouncilNational Bar Association Board of Governors (2012-2013)President, Black Women Lawyers Association of Los Angeles, Inc. (2011-2012)Ninth Circuit Judicial Conference Executive Committee (2010-2012)U.S. District Court, Central District of California Attorney Admission Fund Board (2009-2012)Co-Chair, Central District Delegation of Lawyer Representatives to the Ninth Circuit Court of Appeals (2008-2009)Lawyer Representative, Central District Delegation of Lawyer Representatives to the Ninth Circuit Court of Appeals(2006-2009)National Chair, MS&K Diversity CommitteeMember, MS&K Hiring Committee

Other Career Experience

Labor and Employment Legal Extern for the United States Information Agency, Washington, DC (1997)

Mitchell Silberberg & Knupp LLP © 2014

MITCHELL SILBERBERG & KNUPP LLP

Funding The RGK Foundation has scheduled a call with Keri Doggett to discuss a proposal we submitted many months ago. With this 30k grant we would work expand CAP in Washington State. Marshall Croddy and Keri Doggett have submitted a final grant to the Bechtel Foundation for $75k to continue CAP expansion in the Bay Area. Gates Foundation Project Our newest project, funded by the Gates Foundation, will be completed over 18 months and focuses on Common Core State Standards. We are in the process of recruiting a leadership cadre of teachers and so far, we have teachers and curriculum specialists from Los Angeles, Fresno, Oakland, Tennessee, Michigan and Washington state. The leadership cadre will assist us in developing new lessons, assessments, and resources fully aligned to Common Core and will be providing face-to-face and web-based professional development to hundreds of teachers around the nation. Programs/publications that will benefit from this grant are CAP, History Experience, and Bill of Rights in Action. Over two-thirds of this grant hits CRF’s “bottom line” funding staff and indirect. Expanding Horizons Internships A huge thank you to all of the CRF Board members who sponsored interns this summer. Almost 70 students were served and they were an outstanding group of young people. Special thanks to all of the Board members who attended the culmination events, too. We are now recruiting sponsorships for Summer 2015 and we hope to beat last year’s all time high of 42! Our goal is to have all of the sites in place by February of 2015, so please contact Lourdes Morales to let her know you intend to sponsor an intern. (Lourdes@crf-usa.org 213.316.2125) Mock Trial This year’s case was released on September 11. People v. Shem is a grand larceny case involving an amazing painting called “Treason” (painted by the Damon Huss family especially for Mock Trial). The pre-trial focuses on issues of search and seizure. Special thanks to Sharon Matsumoto and Marjorie Steinberg for their review of the case materials. And, of course, it’s time to start recruiting volunteers! We are expecting the Mock Trial program to continue to grow, so we will need more volunteers than ever this year. Contact Nancy Sanchez for more information. (nancy@crf-usa.org 213.316.2109)

CRF Board Meeting Program Highlights September 17, 2014

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Civic Action Project The new CAP website has been launched and it’s beautiful! Enormous thanks to Andrew Costly who worked day and night to make this happen. www.crf-cap.org During the last days of summer, nearly 90 teachers registered on the CAP website. Though some had attended trainings this summer, the majority found CAP by Googling “project-based learning” and “common core” for civics/social studies. We are looking forward to seeing what happens when Pearson Publishing starts marketing CAP! Pearson Publishing Marshall and Keri have are in communication with the Marketing team at Pearson Publishing and plans are in the works for several launches: October in Texas, November in Indiana, and November at the National Social Studies conference in Boston. In addition, Pearson will include articles and ads for CAP and the discussions in its quarterly publication that is distributed nationally.

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