September 11, 2012

InterAction e-Board Book

System Administrator 9/14/2009

September 11, 2012 InterAction Board Meeting

TABLE OF CONTENTS

Tab 1

Agenda & Minutes Agenda Roll Call April 29, 2012 Minutes InterAction Team Report Team Report Member Metrics by the Data Task Force Revenue and Fundraising Finance and Audit Committee Reports Membership & Standards Committee Report Board Matter Board Contact List Board Member Term List Committee Assignments 2012-2013 Meeting Dates Bylaws Strategies and Objectives

Tab 2

Tab 3 Tab 4 Tab 5

Tab 6

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Board of Directors Meeting

September 11, 2012 at InterAction

Agenda
1:00 - 1:15pm
1. Roll call 2. Review of Agenda 3. Consideration for Approval of Minutes a. April 29, 2012 Board Meeting, ACTION ITEM 4. Comments from the Chair - Kathy Spahn 1. InterAction Team Report Sam Worthington and team a. Updates: i. CEO Aid Effectiveness and Reform Task Force ii. Data Task Force iii. InterAction Business Council iv. Indirect cost project v. Private Development Cooperation 2. Discussion

Call to Order (Tab 1)

1:15 - 2:20pm

InterAction Team Report (Tab 2)

2:20 3:00pm

1. Finance Committee Report Jonathan Quick and Peter Engebretson (Tab 3) 2. Membership & Standards Committee Report William Reese and Barbara Wallace (Tab 4) a. Consideration of new members

Committee Reports

3:00 3:15pm 3:15 4:30pm

Break Board Conversation

The ecosystem within which InterAction members operate is rapidly changing: 1) new actors, from the private sector to the American public, now seek to advance human dignity and end poverty; and 2) there is a trend towards direct donor engagement with local governments, civil society, and populations. InterAction members have responded in part by making a strong case for the value added of US NGOs. Many have begun to assess and revise their business models to better align with these changing resource flows and the increased disintermediation of US NGOs. How can InterAction better add value as its members asses or reevaluate, and then adjust their business models? How can InterAction best help members as they try to align their Mission, brands and fundraising efforts to this changing ecosystem and funding environment? Can InterAction support the emerging demand from member CEOs interested in mergers and acquisitions?

4:30 - 5:00pm 5:00pm

To begin with Sam Worthington

Executive Session

Adjourn

September 11, 2012: Board Roll Call

Member
Nancy Aossey, International Medical Corps David Beckmann, Bread for the World Nan Dale, Action Against Hunger US Pape Gaye, IntraHealth International, Inc. Anne Goddard, ChildFund International Cindy Hallberlin, Good360 George Hamilton, Institute for Sustainable Communities Susan Hayes, ReSurge International Sarah Holewinski, Center for Civilians in Conflict Sarah Kambou, ICRW Neal Keny-Guyer, Mercy Corps Ruth Messinger, American Jewish World Service Carolyn Miles, Save the Children John Nunes, Lutheran World Services Jonathan Quick, Management Sciences for Health Robert Radtke, Episcopal Relief and Development Farshad Rastegar, Relief International Jonathan Reckford, Habitat for Humanity William S. Reese, International Youth Foundation Carter Roberts, World Wildlife Fund Tessie San Martin, Plan International USA Ron Sconyers, Physicians for Peace Alison Smith, InsideNGO Kathy Spahn, Helen Keller International Tsehaye Teferra, Ethiopian Community Development Council Adam Weinberg, World Learning David Weiss, CHF International Sam Worthington, Ex-officio, InterAction

RSVP

Present

Phone X

Regrets X

X X X X X X X X X X X X X X X X X X X X X X X X

InterAction Staff: Joel Charny, Vice President, Humanitarian Policy & Practice Lindsay Coates, Executive Vice President Peter Engebretson, Vice President, Finance and Administration Will Merrow, Special Assistant to the President Suzanne Kindervatter, Vice President, Strategic Impact Mark Lotwis, Senior Director, Public Policy Sue Pleming, Senior Director, Public Relations Barbara Wallace, Vice President, Membership & Standards

Last revised August 24, 2012

MINUTES
INTERACTION BOARD OF DIRECTORS MEETING
Board Members in attendance: David Beckmann, Bread for the World Nan Dale, Action Against Hunger US Pape Gaye, IntraHealth International Anne Goddard, ChildFund International Susan Hayes, ReSurge International Sarah Holewinski, CIVIC Ruth Messinger, American Jewish World Service Carol Peasley, CEDPA Jonathan Quick, Management Sciences for Health Farshad Rastegar, Relief International William S. Reese, International Youth Foundation Tessie San Martin, Plan International USA Ron Sconyers, Physicians for Peace Alison Smith, InsideNGO Kathy Spahn, Helen Keller International Sam Worthington, Ex-officio, InterAction Board Members participating by phone: Nancy Aossey, International Medical Corps Neal Keny-Guyer, Mercy Corps Board Members sending regrets: Cindy Hallberlin, Good360 George Hamilton, Institute for Sustainable Communities Melanie Macdonald, World Neighbors John Nunes, Lutheran World Relief Robert Radtke, Episcopal Relief and Development Jonathan Reckford, Habitat for Humanity International Carter Roberts, World Wildlife Fund Tsehaye Teferra, Ethiopian Community Development Council Adam Weinberg, World Learning InterAction Staff: Joel Charny, Vice President, Humanitarian Policy & Practice Lindsay Coates, Executive Vice President Peter Engebretson, Vice President, Finance & Administration Suzanne Kindervatter, Vice President, Strategic Impact Mark Lotwis, Senior Director of Public Policy William Merrow, Special Assistant to the President Sue Pleming, Senior Director of Public Relations Sabrina Sojourner, Executive Office Coordinator Barbara Wallace, Vice President, Membership & Standards

April 29, 2012 2:00 6:00 pm Crystal Gateway Marriott 1700 Jefferson Davis Hwy. Arlington, VA 22202

DRAFT

April 29, 2012 Board Minutes, page 2

Supporting Documents: InterAction Board Book April 29, 2012, InterAction Business Council PowerPoint Agenda item : Call to order (Tab 1) Presenter: 1. Roll Call 2. Chairs Opening Remarks 3. Consideration for Approval of Board Meeting Minutes Kathy Spahn

Overview / Discussion: Ms. Kathy Spahn, the Board Chair, called the meeting to order and requested a roll call. A quorum confirmed, the meeting continued. Chairs Opening Remarks The Chair began by noting the exciting and full agenda of the upcoming 2012 InterAction Forum. It was motioned and seconded that the minutes from the February 28, 2012 Board Meeting be approved and they were approved unanimously. APPROVED The Chair began her remarks by noting that InterAction has greater access to policymakers than ever before, and highlighted the new Choose to Invest in Development and Humanitarian Relief booklet as a particularly effective advocacy tool. Simultaneously, however, the NGO community is being squeezed out of the foreign assistance system, with private contractors increasingly receiving a larger share of USAID funds. In addition, InterActions access to policy makers did not necessarily translate into an ability to move its agenda forward. She made note of the Global Health Councils recent demise as a sign of the challenging times. She noted that she hoped board members were able to complete the CEO Engagement Survey, and encouraged any board members with suggestions for future board meetings to email her. The Chair also noted that she was surprised to learn, during the recent board nominations process and effort to have a diverse board, how very few women CEOs there were running medium-sized organizations not located on the east coast. The Chair then turned the floor over to InterAction president and CEO Sam Worthington for the InterAction Team Report. Conclusions/Actions Taken/ Follow-up agreed to: The 2.28.12 Board meeting minutes were accepted into the record. APPROVED Agenda item: InterAction Team Report (Tab 2) Sam Worthington Lindsay Coates Luisa Crdoba 1. InterAction Team Report Overview Sam Worthington a. 2012 Strategies and Objectives ACTION ITEM Lindsay Coates 2. Discussion of InterAction Business Council Luisa Crdoba and Sam Worthington Overview / Discussion: Mr. Worthington started by welcoming the Board to the Forum and observing that there were now over 300 organizations and 700 individuals registered. He began with a discussion of the newly-launched CEO Taskforce on Aid Reform and Effectiveness, explaining that his frame for the taskforce was not to identify what is wrong with the relationship with the U.S. government, but rather to identify how the US NGO community and U.S. government could achieve better results by working together. Our goal is a Presenters:

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dialogue similar to that in the run-up to the Busan High Level Forum on Aid Effectiveness, where there are frequent consultations between the U.S. government and the NGO community. If successful the dialogue will focus on how USAID can better leverage the resources, expertise, relationships and capacity of the US NGO sector as it focuses on local capacity and country ownership. The CEO then discussed the progress made on partner vetting, explaining that there will be an announcement of a pilot program in Afghanistan that might represent an acceptable compromise with InterActions position. He explained that at this point in time InterAction had pulled back from a legal option. He also noted that he had met with US intelligence officials regarding the dual use of international NGOs in Pakistan. InterActions position and concerns was clearly presented and heard. On the subject of procurement reform, the CEO submitted that InterAction should occupy the middle ground in the debate, and discuss the issue through a development effectiveness frame. One board member asked if the private contractors opposition to the issue helped InterAction, and the CEO replied that they did give InterAction some political space for a dialogue, although their Hill strategy created a challenge because it politicized the issue. InterActions Executive Vice President Lindsay Coates then outlined the newly formed Directors Team, comprised of all InterAction staff at the Director level or above. She explained that the Executive Team is the senior decision-making body but that the Directors Team would be a space for strategic thinking and cross-organizational communication to help InterAction be more effective. Another charge of the Directors Team, she explained, was developing InterActions operational plan, which contains objectives, initiatives, and outcomes to plan InterActions operations and to assess progress. Ms. Coates presented a document containing strategies and objectives that the board had approved in 2011, explaining that the Directors Team had worked to review and tighten the objectives. On the subject of succession planning, the Chair advocated for simplicity given InterActions relatively small size. Ms. Coates explained that the intent was only to think about possible Plan Bs in the event of senior staff leaving. One board member asked what the experience had been with using this succession planning model so far, and Ms. Coates replied that InterAction was trying to shape the model to its needs. InterAction Vice President for Humanitarian Policy and Practice Joel Charny explained that InterAction had recently shut down two working groups after conducting an assessment of all working groups and finding that while most had a clear rationale to continue operating, these two did not. He noted that the humanitarian policy and practice teams planning was by necessity centered on InterActions one-year grants with USAIDs Office of Foreign Disaster Assistance. The discussion then turned to the InterAction Business Council. The CEO began by noting that the council was created as a result of the strategic planning process focused on members, and that InterAction would approach corporate partnerships in a manner that is similar to partnership with the U.S. government. The goal of the Council was not to secure funding for members, but rather to provide a space for a policy dialogue. He explained the importance of having an advisory board jointly owned by NGO and corporate representatives, rather than just NGO leaders, and that the council was still in its beginning stages. Participation in the Council and its various events is open to all member CEOs. InterActions Manager of Resource Development Luisa Crdoba then gave an overview of where the council currently is and where it is going, beginning by noting that the councils mandateto facilitate dialogue between InterAction members and select corporationsfalls within InterActions larger mission. She explained that one of the main goals was to build trust, and that membership in the

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Business Council included three groups: InterAction members (including all interested CEOs), corporations, and experts in the field. In addition to this membership, the council also has an Advisory Board which will meet approximately four times per year and includes several InterAction member CEOs, senior leadership from UPS and Weber-Shandwick, and experts such as corporate social responsibility expert Jane Nelson. Members of the Advisory Board have agreed to three year terms. Ms. Crdoba explained that the council had raised $50,000 of a target $150,000 for this year, and that it was continuing to recruit new members. With the support of UPS, the council had launched its first project, a series of UPS-InterAction CEO Roundtable meetings, which would begin on the second day of the 2012 Forum with a high-level plenary panel including Daniel Brutto, President of UPS International. There would also be a private dinner hosted by UPS during the Forum for a smaller group of InterAction member CEOs. One board member asked the CEO to relay some of the conversations with corporations. The CEO noted that InterAction members partner with hundreds of corporations, but that there is no collective conversation on what makes for effective partnership. Ms. Coates explained that corporations have been relieved to find InterAction membership as a repository of organizations that adhere to standards, and are especially interested in organizations that measure their impact. Corporations understand the concept and value of NGO brands very well. She noted that educating corporations about InterAction members and what they do is very labor intensive. Ms. Coates explained that before any corporation is accepted to the business council it must go through InterActions vetting process, which examines questions of ethics (for example, is the corporation being sued or has it signed onto UN compacts). The CEO explained that Chevron had approached InterAction early on, but a decision was made to not accept a corporation involved in extractive industries at this time. Ms. Crdoba explained that InterAction was working with a consultant who had helped shape the vetting criteria which was based on the best practices of members. The CEO noted that InterAction had decided not to work with defense contractors or tobacco companies and agreed to share the vetting criteria with the board. ACTIONABLE ITEM The Chair suggested that InterAction staff could send board members a list of corporations of interest and members could identify where they have existing relationships, in order to help with outreach to these corporations. ACTIONABLE ITEM She also suggested that the decision of which InterAction members are involved would ideally be a transparent decision, noting that it is difficult to secure a diversity of organizations and ideally there could be some rotation. One board member asked about the overall strategy of the Business Council. The CEO replied that InterAction attempts to reach the senior corporate leadership above the corporations foundation staff to start a dialogue. One board member asked how InterAction intended to scale up the Business Council, especially given the diversity of the private sector. The CEO clarified that the intention was not to scale up, but to provide a space for dialogue that is focused on relationship building between sectors and not on generating resources or designing projects. He explained that the Council is starting to focus, with emphasis on the issues of food security and nutrition and seven or eight countries of interest to both NGOs and corporations. He noted that the areas of focus were also dependent on which issues were of interest to the members and corporations involved. One board member noted it was best not to target individual sectors so as not to imply that we want to give corporations a voice to influence our policy in these areas. The CEO noted that the IBC will not influence InterActions policy positions. Another board member suggested that picking one or two sectors would help focus the initiative to get clear guidance on standards and approaches, noting the

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April 29, 2012 Board Minutes, page 5

prevalence of existing initiatives (especially in the global health field) that involve the private sector. Ms. Coates explained that the Business Council was founded because while there are many existing initiatives, there was no space focused on what makes for effective partnerships between NGOs and corporations, this includes having a neutral space to build trust and to share assumptions. For example, most groups do not have a clear definition of US NGO-corporate partnership. She suggested that issue-focused dialogues may be useful given that people will be most comfortable discussing their areas of expertise. Ms. Coates noted that at the Secretary of States Global Engagement event NGOs and corporations were essentially talking past each other. One board member suggested that focusing on identifying standards was an effective way to build trust with the military during past discussions of civilmilitary relations and that a similar approach with the private sector might be useful. Another board member asked the CEO to give an overview of what benefits the Business Council would provide to InterActions members. The CEO explained that the starting point for the council was a survey of members and corporations which showed a desire by both parties to better understand each others assumptions and to build trust. He stressed that InterAction was being careful not to duplicate any existing initiatives, and that the general direction was to get the council off the ground by focusing on a few sectors and a few countries. The Chair closed the discussion by offering that board members could suggest the Business Council as a topic of discussion at the next board meeting. Conclusions/Actions Taken/ Follow-up agreed to: InterAction staff will share the Business Councils vetting criteria with the board. ACTIONABLE ITEM Agenda item : Committee Reports (Tabs 3, 4, 5) Presenters: William Reese Ruth Messinger Andreas Alexandrou Jonathan Quick Anne Goddard

1. Membership and Standards Committee Report William Reese (Tab 5) a. Consideration for approval of new members ACTION ITEM 2. Audit Committee Report Andreas Alexandrou and Ruth Messinger (Tab 3) a. Presentation and consideration of audit ACTION ITEM 3. Finance Committee Report Jonathan Quick (Tab 4) a. 2012 preliminary financial results 4. Nominations Committee Report (oral report and handouts) a. Recommendation of new board members for Annual Members Meeting ACTION ITEM b. Consideration for approval of board officers (handout) ACTION ITEM Overview / Discussion: Membership and Standards Committee Report (Tab 5) Committee chair Bill Reese presented the membership and standards committee report, thanking the Chair for encouraging board members to join the committee. He began by presenting the five new InterAction members that the committee had selected: Adeso Convoy of Hope Joint Council on International Childrens Services National Cooperative Business Association Zakat Foundation of America

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Mr. Reese explained that the committee had scrutinized the proposed. It was motioned and seconded to accept the committees recommendation, and the slate of new members was approved. APPROVED The CEO shared that he had been invited by the major democracy and governance groups to discuss partner vetting, and that he had mentioned that the InterAction board wanted to actively engage the democracy and governance sector, and that he would ask the chair of the committee to join him in meeting with the leaders of the democracy and governance community to have a dialogue. In concluding the membership and standards committee report, Mr. Reese noted that at the Forum there would be a breakfast with CEOs of prospective members and another breakfast with CEOs of associate members. Audit Committee Report (Tab 3) Committee chair Ruth Messinger then presented the Audit Committee report, noting that Mr. Andreas Alexandrou, a partner from Gelman, Rosenberg and Freedman, was in attendance to present the audit to the board. She noted that Peter Engebretson, InterActions Vice President for Finance and Administration, had been especially helpful in the process. Mr. Alexandrou thanked the board for their time and noted that they each had copies of the 114 letter, the 115 letter (management letter), and the A133. He noted that there were no significant issues in the 114 letter. In discussing the management letter, he noted that the two weaknesses identified in the past had been addressed and that there had been progress on updating the finance manual, and as a result both comments had been cleared from the letter. The auditor noted that a number of other comments had been cleared. They noted the need to document in writing the breakdown of responsibilities between InterAction and Raffa, InterActions outsourced accounting services firm. Mr. Alexandrou then presented the A133 reporting package for the Office of Management and Budget. He noted the large increases in revenue and that InterActions indirect cost rate was slightly lower than the prior year. Ms. Messinger closed the committee report by explaining that the committee had discussed the audit in detail with Mr. Alexandrou earlier. She noted that there were areas where it would be difficult to have three separate actors coordinating (InterAction, Raffa, and the auditor). She also noted that InterAction had experienced 65 percent growth in recent years and now receives funding from many more sources. It was motioned and seconded to accept the audit, and the board approved it unanimously. APPROVED Finance Committee Report (Tab 4) Committee chair Jonathan Quick then presented the Finance Committee report. He noted that InterAction had set records for the speed of dues collection in January. Mr. Engebretson then explained that he was aiming to have the capacity to bring finance and accounting functions back in house by the summer, and that he expected to arrive at a new equilibrium later this year that involves not just new finance personnel but new human resources personnel as well. The CEO noted that InterAction had raised $9 million, thanks largely to an increase in funding for InterActions Humanitarian Policy and Practice team. He noted that the untied resources granted by membership dues were an essential part of InterActions work, and that dues had risen from $1.3 million to $2.6 million since the CEO came to InterAction. At this time all of InterActions unrestricted dollars are leveraged, meaning InterAction was currently limited from starting any new initiatives that require a substantial match. The CEO noted that InterAction had been successful in fundraising from the start of this fiscal year, but that he was conscious that InterActions growth must fit with member interest, explaining that in some areas there might be low interest but ample funding, while in some there might

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be high member interest and very limited funding. Nominations Committee Report Committee chair Anne Goddard then presented the Nominations Committee report. She presented the nominations of member CEOs to serve on the board, explaining that three were chosen from a group of seven, and that the committee had reached out to a fourth CEO as well. The nominees were: Sarah Kambou, International Center for Research on Women Rudi Maier, Adventist Development and Relief Agency Carolyn Miles, Save the Children David Weiss, CHF International Ms. Goddard also highlighted that up to 20 percent of the board can be board members at large, noting that the board could have a board member representing InterActions associate members. At this time, however, the committee had decided it would be best to wait and see how associate members functioned as members of InterAction before they are represented on the board. One board member suggested that the board might benefit from having the perspective of board members who were not member CEOs. The CEO noted that who is in the room would change the nature of the boards conversation but that he was open to the idea. The board then motioned, seconded, and approved recommendation of the four new board members for approval at InterActions upcoming annual membership meeting. APPROVED Ms. Goddard then requested a vote on the nominees for board officers. The nominees were: Kathy Spahn, Helen Keller International, Chair Neal Keny-Guyer, Mercy Corps, Vice Chair Jonathan Quick, Management Sciences for Health, Treasurer Ms. Goddard noted that Neal Keny-Guyer was running for the position of Vice Chair, and that Mr. Tsehaye Teferra would remain in the position for the remainder of the year until his term ends. Mr. Keny-Guyer said that he would be delighted and honored to support the Chair, the CEO, and the InterAction team. It was motioned and seconded to approve the slate of officers and the slate was approved. APPROVED The board then adjourned for a short break. Conclusions/Actions Taken/ Follow-up agreed to: The five new InterAction members recommended by the Membership and Standards Committee were accepted. APPROVED The audit was accepted. APPROVED The four new InterAction board members were recommended to be approved at the annual members meeting. APPROVED The slate of board officers was approved. APPROVED Agenda item: Board Conversation, with staff input How can InterAction become a stronger voice as a coalition? How can the Board of Directors best aid these efforts? How can member CEOs best aid these efforts? Overview / Discussion:

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The CEO began the conversation by noting that many InterAction members are being squeezed by the current budget environment, positing that the next few years will see very significant challenges for InterAction members and the NGO community as a whole. He observed that the current environment is one that favors size, placing increasing pressures on CEOs. The CEO began a discussion about how InterAction engages member CEOs to support its work. He explained that how and when member CEOs are engaged in InterAction initiatives or meetings is currently determined by InterActions executive office. He explained that he is not always able to bring member CEOs to external meetings, and that InterAction is not a trade association whose purpose is to find meetings or resources for its members. He shared that he had analyzed which CEOs had been engaged recently and that it was a very diverse sample of InterActions membership. While member CEOs were routinely tapped for meetings, the member CEOs were not engaged based on a strategy of finding a certain number of meetings for each CEO but rather on their expertise and engagement in the work associated with a particular topic. He stressed that InterAction is stronger when informed member CEOs voices are involved, for example during partner vetting discussions. He then explained a new tool that InterActions executive office was using to measure CEO interest in engaging with InterActions work. The tool is a survey which had been distributed to the board and had received responses from half of board members, and would likely be distributed to a section of InterActions membership. The survey asked board members to indicate their interest in issues (e.g. health, democracy and governance, WASH) and different types of engagement (e.g. member recruitment, media interviews, fundraising). The CEO noted that the survey tool is separate from the broader question of how to most strategically tap member CEOs, which is what he would like to discuss with the board. Board members agreed with the frame of InterAction not being a trade association, arguing that InterActions members are best served if InterAction serves its mission. The CEO explained that InterActions working groups tend to be comprised of member vice presidentand director-level staff, but can stall at the political level due to their limited clout. He explained that the survey responses might help InterAction bring in CEOs to support working groups. He also noted that whether member CEOs could be engaged in a given meeting would depend on the nature of the meeting and the availability of member leaders with the requisite expertise. For InterAction-led efforts, he rarely attends meetings without member representation; however, a large part of his job is participation in high-level external meetings. In these external dialogues, it is not always possible to bring in member CEOs. He also noted that he increasingly must turn down these requests due to schedule constraints and that many are not transferable. Lastly, the CEO observed that outreach to engage member CEOs is also determined by InterActions own capacity. One board member noted that InterAction had done an excellent job pulling members together on the issue of partner vetting. The CEO noted that part of the motivation for reaching out to members was that he, Ms. Coates, and InterActions vice presidents all had very full schedules in their respective areas, and so engaging member CEOs is one way for InterAction to accomplish more. One board member suggested that three ways CEOs might be helpful are peer review of publications, speaking to working groups, and strategic discussions of new projects with member vice presidents and directors. The CEO noted that InterAction gets a great deal of member input at the working group level but less so at the CEO level. Ms. Coates noted that integrating CEOs was previously set as an objective and a recent example of outreach was the CEO Task Force on Aid Reform and Effectiveness. InterActions Vice President for Humanitarian Policy and Practice Joel Charny noted that there will be increasing pressure on the NGO community around standards and accountability, and that CEOs should play a leadership role in setting the tone on these issues. He also noted that member engagement can

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April 29, 2012 Board Minutes, page 9

be very variable, and that there are some humanitarian issues where members are not always engaged although it is critical to have constant engagement from member CEOs. The Chair noted it might be helpful to systematize the process to ensure that CEOs are engaged with working groups activities. Ms. Coates suggested that InterAction members are often comfortable with another organization acting as their proxy on certain issues, and that any disconnect often happens within organizations (between CEOs and their own policy staff rather than between organizations). One board member suggested that board members should not be engaged so as to keep governance independent. Another board member agreed that InterAction should be reaching out to engage member CEOs, and added that member CEOs need to do their homework as well and be actively engaged. One CEO noted that since CEOs generally do not participate in working groups it would be helpful to have a few issues suggested where CEO engagement would be particularly useful. InterActions Vice President for Strategic Impact Suzanne Kindervatter noted that in considering CEO engagement, it was also important to consider what strategic areas InterAction wants to develop. She noted that demonstrating the NGO communitys impact, transparency, and accountability is a part of InterActions strategic plan, and that there is increasing pressure to demonstrate impact and effectiveness by sharing data. InterAction may have a key role to play in helping to aggregate this information. She explained that InterAction is writing a strategy paper on these topics, and it would be helpful to have a group of CEOs engaged to identify priorities and discuss how to meet these demands effectively and how to resource these initiatives. One board member voiced support for the survey but noted that member CEOs will still have their own points of view and agendas, and that engaging CEOs might require support work from staff discussing what guidelines there are on a certain issue before a meeting. Another board member stated that the conversation felt as if the board were trying to find a solution for which there is no problem, arguing that InterAction should be careful not to engage members just for the sake of engaging them. At the close of the discussion, one board member shared the open question of why InterAction is flourishing while the NGO sector is facing increasing financial pressure. The CEO concluded the discussion, expressing support for the idea of identifying a few categories where CEO engagement would be most useful in adding value to members and InterAction. He agreed with Mr. Charny and Ms. Kindervatter, explaining that on certain humanitarian issues the U.S. government was calling for more engagement from InterActions members, and that the demand for transparency and data to demonstrate impact would be coming to the NGO community soon. On the point of InterAction flourishing at a challenging time for the sector, he suggested that part of the reason is that there are limited resources for advocacy because donors had picked a few organizations to fund (including InterAction) and stopped funding many NGOs. He expressed wariness about InterAction becoming so strong that it begins to outstrip its members capacity to engage and own a common policy agenda. This would not be a healthy development. The discussion concluded and the Executive Session began at 5:15.

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Team Report
September 11, 2012

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InterAction Team Report

September 11, 2012

Introduction
This report details the diversity of InterAction efforts since our April 29th Board meeting, organized by strategic area. There has been a rather intensive effort focused on USAIDs reforms and its relationship with InterAction members. InterAction worked with members to create an important policy document, A New Vision for the USAID-U.S. NGO Relationship: Partnering for Effective Development. The document was well received by USAID leadership. We welcome the opportunity for a series of roundtable meetings between our member CEOs/senior staff and U.S. government representatives to discuss ways to strengthen the U.S. NGO-USAID relationship in the post-Busan aid effectiveness era. This was the first in a set of white papers intended to explore the role of U.S. NGOs in key USAID Forward reforms. A paper on procurement reform will be reviewed by the CEO Taskforce on Aid Reform and Aid Effectiveness when it meets just prior to the InterAction Board meeting. Members identified the following issues as the top priorities to address in our paper on procurement reform: USAID is underestimating what it takes and what it costs to build local capacity Not leveraging U.S. NGOs Appropriateness of U.S. government assistance for local organizations Grants vs. contracts: desire for control Lack of transparency / need for better consultation A future paper will focus on local capacity building as USAID is now very interested in the lessons learned by our members. As the ecosystem within which our members work continues its rapid evolution, InterAction has continued to explore where we can add value to our members as they seek private resources from corporations, foundations, large donors and the general public. This focus on the evolution of Private Development Cooperation and the nature of private aid flows is increasingly shaping InterActions work. Many members are reviewing the business models and the role of intermediary NGOs. This is in turn increasing the member demand that InterAction play a role in shaping these relations. We have been working with Charlie MacCormack, InterAction Senior Fellow and former CEO of Save the Children, to start an InterAction team focused on the relationship between U.S. NGOs and other private development actors, including foundations, corporations, universities, media, and philanthropists. We will be creating an InterAction CEO advisory group made up of interested member CEOs and an external advisory group which includes experts from Brookings, the Hudson Institute, Harvard, Bridgespan, Aspen

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InterAction Team Report September 11, 2012, page 3 Institute, and prominent individuals interested in this area. Fundraising for this initiative will start this fall. It will coordinate closely with InterAction Business Council efforts. Earlier this year, a new staff Data Task Force was launched to identify key data sets which show the collective values, identity, power, and value added of our community. The data will advance the ability of InterAction members to explain our coalition and to increase the collective clout of InterAction members. The Task Force will present a brief report at the board meeting and a draft set of initial talking points included in the Board book. We will gradually develop a set of talking points that all member CEOs could use to describe the scope, diversity and impact of our community. Every several weeks the Executive Office Update is sent to the Board to provide a summary of key meetings, calls and events that involve InterActions CEO, Executive Vice President and member CEOs. The report provides every Board member a detailed overview of the diverse high-level meetings managed by InterActions executive office. We hope that you find this additional transparency useful and please do reach out to us if you find a particular meeting or topic of interest. InterAction staff has prepared a summary of select activities since the April 2012 Board meeting that advance InterActions 2011-2014 strategic goals. Since there are several activities that are cross cutting we have introduced a new section to best capture their results.

Cross-Cutting Strategic Efforts: areas of work that address several organizational strategies
The G8 and G20 Summits: With this years G8 and G20 summits falling barely a month apart, InterAction staff had to carefully plan and coordinate their efforts. InterAction led the G8/G20 Task Force in preparing recommendations for the summits in a pair of policy papers and a series of background policy briefs. The topics covered by the G8-focused briefs were Maternal, Newborn, and Child Health; HIV/AIDS; Accountability; and Food Security, Agriculture and Nutrition. The G20-focused briefs covered Financial Inclusion; Green Growth; Accountability; Anti-Corruption; and Food Security, Agriculture and Nutrition. Meetings were held in advance of the summits with key personnel from the National Security Council, U.S. Department of Agriculture and USAID. Representatives of our Task Force who attended the G20 in Los Cabos took part in a civil society dialogue event with high ranking Mexican officials. InterAction also coordinated Task Force media outreach surrounding the G8 and G20, organizing press briefings prior to the summits and developing overall messaging strategies. A delegation attending the G20 summit in Mexico held press conferences responding to new developments while InterAction staff in the U.S. issued joint reaction statements. CEO Task Force on Aid Reform and Aid Effectiveness: The CEO Taskforce on Aid Reform and Aid Effectiveness met on two occasions to discuss strengthening the U.S. NGO-U.S. government partnership to improve development outcomes. The first meeting brought together senior staff from member organizations to brainstorm the first CEO Taskforce white paper as well as next steps. The second one, a

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InterAction Team Report September 11, 2012, page 4 CEO-level meeting, reviewed the first white paper and discussed future meetings with USAID Administrator Raj Shah and Deputy Administrator Don Steinberg. The first white paper, A New Vision for the USAID-U.S. NGO Relationship: Partnering for Effective Development, explored the importance of NGOs for effective development, concerns over a changing U.S. NGO-U.S. government relationship, and actionable recommendations. These recommendations are: To engage in regular, substantive policy dialogue Develop a USAID-U.S. NGO engagement strategy Maximize opportunities for field collaboration Ensure donor alignment This paper was discussed at a meeting with Deputy Administrator Steinberg, the first of several highlevel meetings between member CEOs and the Administration. The proposals were well received by the administration, and we are optimistic in working with them to shift the relationship with our community. Future papers will focus on local capacity building, procurement reform, and a strategic policy dialogue. InterAction Forum: This years Forum brought together 1,085 members of the international NGO community and our partners to engage with prominent speakers, share ideas, network and celebrate our accomplishments. Attendees included 115 InterAction member organizations represented by 401 staff, as well as representatives from the corporate, philanthropic, and government sectors. The Forum featured five plenary sessions including keynote addresses from Don Steinberg (USAID), Rebeca Grynspan (UNDP), Lakshmi Puri (UN Women), Judith Rodin (Rockefeller Foundation), and Robert Zoellick (World Bank). Each session also featured a high-level panel and addressed cross-cutting issues, such as the role of development in U.S. foreign policy, the future of the Millennium Development Goals, and new actors in the development community. Attendees were also able to choose from 54 workshops covering such diverse topics as navigating media partnerships, violence during elections, and using video games to change behavior. Workshops addressed major themes in policy and programming, informing our members and our partners on current trends and best practices, facilitating information sharing and collaborative problem solving, and sparking innovation. Our exhibit hall was filled with 54 key partners, stakeholders and InterAction members. Forty-one percent of the exhibitors were from the corporate sector, 33% from InterAction members, 20% from non-member non-profits, and 6% from the US government. The exhibit hall hosted a number of lively networking events where attendees could connect with exhibitors and their fellow attendees. The Forum was sponsored by 14 organizations, including corporate partners such as UPS, FedEx, and Xerox; funders and partners such as the Millennium Challenge Corporation, Rockefeller Financial and the Bill and Melinda Gates Foundation as well as several InterAction members. A record number of sponsorship funding was raised for a total of $225,000.

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InterAction Team Report September 11, 2012, page 5 As part of InterActions expanded Forum work this year, we dedicated a webpage to Forum highlights during the event. We summarized the plenaries and select workshops, posted a new blog daily along with photos of the event and video interviews with attendees. Forum also saw increased social media coverage. Our hashtag, #IAForum, generated over 850 uses on Twitter this year, and we received our 10,000th Twitter follower during the event. The final session with World Bank president Robert Zoellick aired on C-Span; other media outlets, including Reuters and the Chronicle of Philanthropy, also covered the event. InterAction Business Council (IBC): The IBC is now starting to function on a number of levels and we are including all interested member CEOs as part of the IBC. The Council has been approached by multinational corporations to explore potential avenues for engaging with member CEOs. In response, InterAction is creating a neutral space for a dialogue through meetings and high-level dinners. Corporations and NGOs are interested in the overall concept of getting access to a safe, noncompetitive space to discuss Corporate Social Responsibility and the creation of shared value challenges in low income and emerging countries. Events held over the summer included: o A one day forum, Effective Business-Nonprofit Partnerships in International Disasters, organized in partnership with the U.S. Chamber of Commerces Business Civic Leadership Council (BCLC), and focused on improving coordination between the business and NGO sectors before, during and after a disaster. The event was attended by over 70 InterAction members, businesses and others. The InterAction-UPS CEO Round Table Series which included a pre-InterAction Forum UPS salon dinner at the UPS House in Capitol Hill a 2012 Forum Plenary Panel, and a CEO-only panel entitled The Growth and Impact of Public-Private Partnerships. InterAction partially led and facilitated two UPS charter flights to transport relief items on behalf of humanitarian member organizations members responding to the crisis in the Sahel.

The newly formed Councils Advisory Board includes a mix of member CEOs, issue experts and corporate representatives. The Advisory Board members are:
Pierre Ferrari (CEO, Heifer International) Charles MacCormack (Former President and CEO, Save the Children USA) Eduardo Martinez (President, UPS Foundation) Claude G.B. Fontheim (CEO, Fontheim International) Jane Nelson (Director, Harvards Kennedy School's Corporate Social Responsibility Initiative) Stephen Flowers (President, Global Freight Forwarding, UPS Supply Chain Solutions) George Hamilton (President, Institute for Sustainable Communities) Kathy Spahn (President and CEO, Helen Keller International) Jack Leslie (Chairman, Weber Shandwick) Jonathan Quick (President and CEO, Management Sciences for Health) Jeffrey Walker (Chair, MDG Health Alliances Health Workers Pillar) Jack Muhs (Senior Vice President, FedEx)

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InterAction Team Report September 11, 2012, page 6

Strategy 1

Promoting a unified action agenda to influence the policies and approaches of the U.S. government, multilateral and UN institutions, foundations, and corporations.

Budget and Appropriations: Both the House and Senate Appropriations Committees have approved versions of the Fiscal Year 2013 State, Foreign Operations, and Related Programs Appropriations Bill, the main vehicle for funding development and poverty-focused accounts. There were drastic differences between the House and Senate committee-approved totals, with the House appropriations level $3.7 billion below the Senate. The Senate funding levels were either the same as or higher than the House for all of the development and poverty-focused accounts that InterAction tracks. InterAction met with leading groups in our community to create an advocacy strategy surrounding the Fiscal Year 2013 Appropriations process. Our topline message was to support the Senates Fiscal Year 2013 funding level for the International Affairs budget with no cuts to development and poverty-focused accounts. A subgroup of the Public Policy Committee met on several occasions to discuss goals, messaging, and potential strategies for our advocacy. InterAction compiled community talking points in support of our topline message, as well as an August recess packet to aid our members as they prepared to meet with their Congressmen. InterAction is currently organizing fall advocacy efforts and finalizing a community-wide sign on letter asking Congress to support Senate-level funding for Fiscal Year 2013. InterAction also led the community in developing the Fiscal Year 2014 development and povertyfocused account recommendations. InterAction staff and Public Policy Committee members met with representatives from the F-Bureau, USAID, and the Office of Management and Budget (OMB) to present our recommendations. InterAction and its members also sent a letter to OMB Director Jeffrey Zients as well as senior staff from USAID and the State Department. Integrating Health in Relief and Development Working Group: The health working group strengthened its relationship with the U.S. government on global health issues and funding. The working group met with staff from USAID to discuss the Global Health Framework, released in the spring, and the State Department for a conversation on the announced changes to the Global Health Initiative (GHI). Prior to the announced changes to GHI, and at the request of USAID, the health working group conducted a follow-up survey (the first survey was conducted in 2011) on the engagement of civil society in the planning and implementation process of the GHI. The unscientific survey showed some improvement in civil society engagement. A short brief on the responses was released at InterActions Forum and USAID responded to the brief at a workshop. Food Security: InterAction engaged the Hill on FY2013 appropriations for all accounts, including foodsecurity. An initiative launched at Junes G8 Summit, the New Alliance for Food Security and Nutrition, is an effort by the G8 and four African countries to secure policy changes that encourage and reduce risks for corporate investments in the agricultural sector. Though the mechanisms by which the New Alliance

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InterAction Team Report September 11, 2012, page 7 would work have not been clarified, there are claims that it will lift 50 million people out of poverty in the coming decade. In response to this initiative, InterAction and a subgroup of the Food Security working group wrote a policy paper outlining five recommendations that must be incorporated into the New Alliance to ensure completion of sustainable poverty reduction goals. This paper will be distributed to USAID, the State Department, G8 teams, the UN Committee on World Food Securitys Civil Society Mechanism, ROPPA, and other relevant farmers and civil society groups. Water, Sanitation and Hygiene (WASH): InterActions WASH working group sent a community sign-on letter to members of Congress in support of robust allocation for WASH programs in FY2013 Appropriations. Senate appropriators allocated $400 million to WASH programs in comparison to the Houses $315 million. In June, the Senate Foreign Relations Committee approved the Water for the World Act. InterAction and its members continue to support this legislation and are seeking further cosponsors on the Senate side as well as a companion bill in the House. Legislation on the Humanitarian Exemptions: A diverse taskforce comprised of InterAction members, representatives of the peacebuilding community and respected leaders from the academic and thinktank community responded to Representative Chris Smiths (R-NJ) desire to introduce legislation that would establish humanitarian exemptions to the current statute that provides the basis for U.S. counterterror policy. The policy has had a deleterious impact on the humanitarian communitys ability to respond to the famine in southern Somalia. Rep. Smiths proposed legislation is critically important in the continued response to the famine in southern Somalia and would better position the U.S. to respond to future crises. Members of the taskforce worked actively with Rep. Smiths staff to create a solid piece of draft legislation and arranged several meetings to recruit other members of Congress to join Mr. Smith in introducing the bill. To date, the following members have agreed to sign onto the legislation: Rep. Chris Smith (R-NJ), Rep. Jeff Fortenberry (R-NE), Rep. Tom Marino (R-PA), Rep. Ann Marie Buerkle (R-NY), Rep. Russ Caranahan (D-MO), Rep. Keith Ellison (D-MN), and Rep. James McGovern (D-MA). Multilateral Organizations, International and Inter-Agency Fora: InterAction continued to work through the Saving Lives Together (SLT) Oversight Committee to emphasize NGO security priorities with the UN.

Strategy 2

Raising the collective role, profile and power of NGOs by demonstrating and enhancing InterAction member contributions, expertise, impact, accountability, and transparency.

Member MetricsTelling Our Story: A staff Data Task Force has been mobilized to identify key data sets for communicating the collective values, identity, power, and value added of our community. The aggregated data will advance the ability of InterAction members to explain our coalition and to increase the collective clout of InterAction members. The Task Force is currently working on two priority areas: first, funds raised and spent collectively by members at the time of a large-scale disaster, and second, metrics and stories to communicate the breadth of our members work around the world, support from

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InterAction Team Report September 11, 2012, page 8 contributors, economic power, and impact in the field. Please see the two-page Member Metrics overview following this team report. NGO Aid Map: With over half of InterAction members contributing to the site since its launch in 2010, NGO Aid Map continues to see improved functionality and regular updates. Member workspaces were added which allows organizations to update their own project data on the site. Using data from Food Security Aid Map, InterAction created a special map of our members projects in the Sahel region [http://www.interaction.org/work/sahel], illustrating the utility of the information provided. An indepth evaluation was conducted on NGO Aid Map to reveal how the tool is being used as well as identify potential improvements. Results from the evaluation will be available on the site later this year. Geographic Information Systems (GIS) Working Group: The GIS Working Group partnered with the World Banks Global Facility for Disaster Reduction and Recovery (GFDRR) to host a workshop, New Tools in Mapping for Disasters and Development. Bringing together over 100 participants, the event featured NGOs, the World Bank and other organizations that are utilizing open geographic data and mapping tools to strengthening disaster risk reduction, humanitarian relief and sustainable development. Transparency: In the spring, InterAction participated in the first face-to-face meeting of the International Aid Transparency Initiative (IATI) Civil Society Organization (CSO) Working Group. The working group has developed a draft Protocol on the Implementation of the IATI Standard by CSOs and NGOs, which raises issues these groups face in publishing information to IATI and seeks to establish some ground rules for how donors engage with CSOs on this initiative. The protocol is currently being circulated for comments by CSOs around the world and will be submitted to the IATI Steering Committee for endorsement once it has been finalized. In addition, InterAction has met with individual InterAction members who are considering implementing IATI. Open Aid Partnership: InterAction has endorsed the Open Aid Partnership (OAP) [http://www.openaidmap.org] which aims to improve the effectiveness, accountability, coordination and transparency of aid. Facilitated by the World Bank Institute, the OAP will produce an Open Aid Map showing the location of international development projects globally and will support partner countries in building mapping platforms. InterAction is the first civil society group to join the project. Huffington Post Partnership: InterAction has built a relationship with the Huffington Post Impact section, which gets five to seven million unique visitors a month. Starting with our coverage of the G8, InterAction has coordinated three series with the Huffington Post around the G8, the crisis in the Sahel, and intersection of sports and development around the Olympics. Each Huffington Post campaign has included a social media aspect. As each blog gets published, InterAction circulates a link and a suggested Twitter post to participating members social media staff to coordinate and unify our message. Each campaign uses common hashtags to increase the conversations

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InterAction Team Report September 11, 2012, page 9 reach (#ImpactSahel, #ImpactG8, #ImpactSports), and we have posted several of the blogs on Facebook as well. The campaigns have been well-received. Social Media Metrics: Since the last board book our social media following has steadily increased, with InterActions Twitter followers up by 17 percent and Facebook followers by 12 percent. Our Facebook reach has been continually a few percentage points above Facebooks official site-wide average as we have adjusted our strategy. We have also begun experimenting with a new tool called Storify, and we look forward to seeing how that enhances our online impact going forward. Ad Council Toolkit: InterAction has been working closely with the Ad Council and other partners, including the Red Cross, on a messaging campaign to encourage monetary donations during a crisis. The outcome of this project will be a media toolkit, including radio spots and print ads, as well as messaging for communications experts following an emergency. Security Advisory Group: The Security Advisory Group website was completed and launched in late April 2012. The site contains exclusive sections with security incident reports and a page dedicated to global presence with a searchable map that can identify participating NGOs security managers in the field. Impact Evaluation: InterAction released the second guidance note in its series of impact evaluation guidance notes, Linking Monitoring and Evaluation to Impact Evaluation by Burt Perrin. As with the first note in the series, InterAction organized two webinars associated with the guidance note the first by the notes author and the second by two InterAction members, Africare and Mercy Corps. More than 100 people participated in each webinar, and several hundred have viewed the webinar recordings on YouTube. Since their release, more than 1,000 people have accessed the online version of the first guidance note and nearly 500 people have accessed the second. The third guidance note in the series will be released in late August and the webinars will take place in September. Private Voluntary Organization (PVO) Standards: The 2012 mandatory biennial PVO Standards compliance exercise through the Self-Certification-Plus (SCP) process is well under way; all InterAction member organizations that joined prior to 2012 are required to self-certify compliance with InterAction PVO Standards by the end of the year. As of the end of August only two organizations had submitted their compliance reports. As part of InterActions continued efforts to promote NGO accountability and transparency through InterAction Standards, two workshops were conducted at the 2012 Forum to share knowledge with a wider audience on InterAction standards and member compliance and the 2012 Self-Certification-Plus process. Gifts-in-Kind: The Gifts-in-Kind (GIK) Working Group continued drafting the new Books and Educational Materials Standards to be added in the Material Assistance Standards section of InterActions PVO Standards. Representatives from over 15 member organizations have been participating in this process providing their expertise and sharing their organizations best practices. The working group has also formed a Task Force on Clothing to work on developing new standards for clothing donations.

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InterAction Team Report September 11, 2012, page 10 A Disaster Relief Factsheet is being developed by the Gifts-in-Kind Working Group to provide quick facts about material assistance in disaster response. InterAction and the GIK community involved in pharmaceutical donations will convene a stakeholder group to explore and create unified methodologies and common messaging that reflect the best practices on pharmaceutical valuation. InterAction will lead the conversation and will invite members, other stakeholders and industry experts to join the conversation. The first meeting is scheduled for the end of September. InterAction has invited members to work on adding selected Food Aid and Pharmaceutical and Medical Resources standards to the 2014 InterAction Self-Certification-Plus (SCP) compliance reporting process. Members will work with InterAction staff to identify the most important and relevant standards and determine the appropriate indicators. Prevention and Response to Sexual Exploitation and Abuse (SEA): InterAction, with the chair of the SEA Working Group, worked with the State Departments Bureau of Population, Refugees and Migration (PRM) to develop and pilot a training which will be required for all PRM staff on State Department SEA policies, codes of conduct for U.S. government workers, and SEA requirements for implementing partners. InterAction is also offering three SEA workshops in the fall two in Haiti on Investigations and Community Based Complaints Mechanisms, and one in Washington D.C. for senior managers of InterAction members on the management of investigations on SEA. Protection: InterAction continues to actively contribute to the International Committee of the Red Cross (ICRC)-led process to update the Professional Standards for Protection Work and will work with ICRC to convene NGO consultations on the revised standards. In August, InterAction convened with ICRC a day-long consultation to update these professional standards as they relate to managing sensitive data in situations of violence and armed conflict. NGO Coordination Dialogue: InterAction organized and led a workshop on NGO coordination that brought together NGO coordination bodies from seven emergency contexts and global coordinating platforms. Following the meeting, an informal group was formed to follow-up on common issues of concern, both thematic and structural. The group will be facilitated by InterAction in the coming year. Sphere: InterAction participated in a Sphere board meeting and is actively guiding the Sphere Project as a board member in the discussions on the Joint Standard Initiative (JSI) which includes Sphere, the Humanitarian Accountability Partnership (HAP) and People in Aid. To ensure the voice of U.S.-based NGOs are heard, InterAction will be the Sphere Board representative on the JSI Working Group composed of the Chair and one board member of each of the three bodies. InterAction is also part of the Finance Working Group of the Sphere Board, with the main priority of assuring a smooth transition in finance administration given the planned end of the International Federation of the Red Cross and Red Crescent Societies hosting arrangement at the end of 2012.

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InterAction Team Report September 11, 2012, page 11 Civil-Military Relations: InterAction briefed military audiences about NGOs and humanitarian work. InterAction also participated and facilitated member participation in meetings of the civil-military dialogue at the United States Institute of Peace. Donor Engagement on Humanitarian Policy: InterAction participated in Montreux XII, a high-level meeting of donor and affected nations representatives; the agenda focused on the expanding humanitarian system. InterAction also participated in an informal brief to the Good Humanitarian Donorship group on the progress of the Inter-Agency Standing Committees (IASC) Transformative Agenda. UN Partnerships: InterAction furthered its work on partnership, especially with the commencement of UN High Commission on Refugees (UNHCR) Annual Consultations and Structured Dialogue with the High Commissioner process. Taking a very active role, InterAction identified NGO representation for the Steering Group, co-chaired planning meetings and co-drafted background papers for the July Reflection Workshop. In May, InterAction led a delegation of members in discussions with Office for the Coordination of Humanitarian Affairs (OCHA) regarding the proposed Emergency Response Funds (ERF) guidelines. InterAction arranged a dialogue between OCHA and members on needs assessments in emergencies. NGO Partnerships: InterAction further strengthened its engagement with members as well as other NGO consortia, both global and national. Linkages were made through regular email updates, phone calls, bilateral briefings and participation in larger events such as the NGO Coordination Dialogue and the Building a Better Response consultation. Members also participated in the Humanitarian Partnerships Working Group (HPWG) at InterAction, co-chaired by International Medical Corps and Jesuit Refugee Services. Since the start of 2012, the HPWG has witnessed considerable growth in active membership. The Alliance for International Youth Development (AIYD) in Partnership with InterAction: In response to a global demographic shift toward a younger overall population, the Alliance for International Youth Development (AIYD) is working to promote effective youth-oriented policies and programs worldwide. AIYD consists of over 24 members, including InterAction member NGOs and private sector agencies. As a hub for youth-focused development, the Alliance focuses on developing a shared approach to effective practices and engaging key partners including USAID, the State Department, the World Bank and the UN. The Alliance has served as a convening partner for a consultation with USAID on their forthcoming new Policy for Youth in Development. At this years InterAction Forum, the Alliance elevated youth issues for the broader development community with a plenary session featuring young women from Egypt, Afghanistan and El Salvador to explore the role of young women in times of political transition. The Alliance also engaged with the World Bank and the State Department on their youthfocused research and youth engagement policies.

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InterAction Team Report September 11, 2012, page 12 Annual Report 2011: InterAction posted its 2011 Annual Report in July. It includes a selection of highlights from our 2011 work and several photos from our 2011 photo contest. We also added an interactive map, where visitors can see which countries have how many members working there.

Strategy 3

Advancing inclusive approaches to development and country ownership by fostering partnerships between InterAction members and key stakeholders, including governments, UN agencies, global and local civil society, the private sector and other actors.

Local Capacity Building: The Best Practices and Innovations Initiative completed its first round of awards for partners working to build local capacity in food security and agriculture. In narrowing its focus to the domain of local capacity building, the Initiative reflects a trend toward greater engagement on aid effectiveness. Inclusive, broad-based country ownership implies a more significant role for capable incountry partners, a shift the Initiative had promoted. Through open sharing of the organizational capacity building approaches of its award winners, the Initiative strengthened the knowledge base between international and domestic organizations. Feed the Future: The Food Security and Agriculture Working Group made significant advances in its work with USAIDs Feed the Future Initiative on identifying principles and mechanisms for reframing the relationship with non-governmental organizations. Working collaboratively with USAID staff, a subgroup provided ideas and text for a third revision of draft guidance for Feed the Future in-country and Washington D.C. stakeholder engagement. USAID expects to release the revised guidance within the next few months, fundamentally reshaping and strengthening the terms of engagement with civil society. The working group also contributed indicators for tracking the thoroughness and consistency with which the new guidance is applied in field programs. Aid Effectiveness: During the six month period following the Fourth High Level Forum on Aid Effectiveness in Busan in December 2011, and at the final meeting of the Working Party on Aid Effectiveness of the Organization for Economic Cooperation and Development/Development Assistance Committee in June 2012, civil society organizations (CSOs) successfully advocated for inclusion of an indicator to measure progress on creating an enabling environment for CSO development in countries around the world. This indicator will be included in the monitoring framework prepared to track aid effectiveness commitments made in Busan. The International Center for Not-for-Profit Law, an InterAction member, together with Civicus and other CSOs, currently are working to finalize the specific wording of the indicator and data sources to be used to determine progress. Private Development Cooperation: InterAction began development of an initiative on private development cooperation that involves creating a hub for the study and networking of the emerging ecosystem of private development actors. This work is being supported by InterAction Senior Fellow, Charlie MacCormack.

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InterAction Team Report September 11, 2012, page 13 Impact Investing: InterAction had held discussions with staff from Johns Hopkins University to discuss a possible collaboration on impact investing and other new forms of philanthropy. UN Engagement: InterAction has begun compiling members privately-funded spending on food security, agriculture, and nutrition in order to demonstrate NGOs contributions to food security at the UN General Assembly event in September.

Strategy 4

Building InterActions internal systems to support full implementation of the strategic goal and strategies.

Member Dues: As of August 16, we have collected $2,634,787 in member dues for 2012. This equates to 98% of the budget of $2,675,000. The process for collecting financial information for the 2013 dues invoices will begin in September. Membership Recruitment: InterAction continued its proactive membership recruitment by strategically reaching out to potential organizations, responding to direct solicitations from organizations interested in joining our alliance, and following leads received from InterAction staff and the Board of Directors. Since January 2012, we have recruited ten new members and are forwarding an additional three applicants for the Board's approval at this board meeting. Current democracy and governance-focused members are working with InterAction staff to determine the strategy for reaching out to this group for membership. Grants: InterAction welcomed a new Coordinator for Resource Development to support foundation fundraising and grants management. She is currently working with senior management to prioritize the key programmatic areas for which to seek new sources of funding aligned with InterActions objectives and the external environment. InterAction has been awarded three grants since April: (1) $250,000 from Fedex for the Increasing Aid Effectiveness through Transparency, Innovative Programming, and Strategic Partnerships project to publicize accessible information on NGO aid activities and promote NGO-private sector collaboration; (2) $25,000 from the Wallace Genetic Foundation to support the Mobilizing NGOs to Strengthen U.S. Leadership in WASH project which will fund InterActions leadership of the WASH Working Groups advocacy; and, (3) another $50,000 from Wallace Genetic to the project, Assessing the Cumulative Impact of U.S. Foreign Assistance, which will fund research and publication of data summarizing the positive impact of U.S. foreign aid spending. InterAction has three proposals pending: 1) A request from the Rockefeller Foundation for $100,608 for the project Advancing NGO Evaluation Practice and Strengthening Local M&E Capacity through Innovative Partnerships to enhance member evaluation and support local monitoring and evaluation capacity-building.

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InterAction Team Report September 11, 2012, page 14 Rockefeller has indicated that they are interesting in adding onto this project with a $200,000 award in 2013. Final approval is still pending. 2) A Sexual Exploitation and Abuse grant for $248,000 from the Bureau for Population, Refugees and Migration at the US Department of State. 3) A request for $146,850 from the Government of Switzerland to fund a project to improve international emergency response by promoting gender sensitive approaches through a Frenchlanguage version of an IASC Gender E-learning Course Human Resources Manager: A candidate was selected in late spring to fill this position. The new HR Manager will begin at InterAction in mid-September. Operations Manual: Progress continues on the Operations Manual update, with completed sections posted on InterActions shared network drive for staff accessibility. While the manual is tentatively on schedule to be completed by the end of the year, we will reevaluate this estimate once the new HR Manager starts in September and may adjust our strategy, depending on discussions on priorities. Revision of Employee Appraisal Form and Process: Last year the Human Resources committee shifted the timing of the employee appraisal process. It was moved off of the calendar year in order to stagger major organizational processes and allow more focus to be put on staff appraisals. A small committee convened to review and revise the employee work plan and appraisal form to streamline the paperwork and create more flexibility in the feedback, which was implemented this summer. Employee appraisals have been completed for the year using the new process. Additionally, a peer review was completed for executive level staff. Database: Work on developing the database has been slowed by de-bugging synchronization elements that have not been consistently accurate, and by exploration of alternative approaches to tracking participation of individuals in a variety of activities. In response to continuing difficulties implementing the desired synchronization among the database and elements of our communications systems, we are seeking a third-party review and assessment of the implementation to date. Progress on this front has been slowed by the announced retirement after 13 years of InterActions IT Director and the recruitment process to select his successor.

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Member Metrics Advancing the ability of InterAction and our members to tell our story via data and elevating the collective brand of InterAction members
Basic Talking Points: Reach, Breadth and Resources
Who We Are InterAction, with almost 200 members, is the largest alliance of U.S.-based non-profit organizations (or NGOs) working in every developing country, with a focus on the worlds most poor and vulnerable populations (2011 Annual Report and 2012 member survey data with 93% of members responding). With headquarters in 31 U.S. states, InterAction members are faith-based and secular, large and small (2012 membership survey data). The budget of our largest member, the Red Cross, is over $3 billion annually. Some organizations manage only $60,000 a year. All of our members seek to improve the lives of the worlds poor and vulnerable populations.

Size and Reach InterActions member organizations work in 204 countries around the world, supporting initiatives in a wide range of sectors including Health, Children and Youth, Education, Humanitarian/Disaster Response, and Food Security (2012 member survey data with 93% of members responding). In 2009, InterAction members raised an estimated $17 billion from all sources. Of this, around $12 billion was for their international operations (2009 990s for the largest 100 organizations). We receive more than $8 billion annually from individuals and other private donors (foundations and corporations) (2009 990s for the largest 100 organizations). If the InterAction community were a bilateral government donor, we would be the worlds sixth largest donor, after the U.S., France, Germany, the United Kingdom, and Japan (OECD/DAC statistics). We also outrank corporations and foundations in our annual global economic engagement. The $8 billion from our community is almost double the foundation total of $4.6 billion and more than the corporate total of $7.6 billion (Index of Global Philanthropy and Remittances 2012, Executive Summary, Table 1).

Support from the American Public The U.S. public supports our organizations as contributors and volunteers. Alliance members receive millions of contributions annually (data to be collected from largest members in coming months). More than 1.5 million volunteers contribute to our success (2009 990s for the largest 100 organizations). More than [number] of Christian, Jewish, Muslim, and Buddhist congregations and faith communities across the U.S. support our community (data to be provided at board meeting from the largest member of each faith community in the InterAction alliance).

Standards and Accountability Alliance members adhere to a set of standards which focus on accountability and transparency in financial management, fundraising, governance and program performance (2011 Annual Report).

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Members are at the forefront of responding to humanitarian crises and disasters worldwide and InterAction acts as a hub in these efforts, with the belief that saving lives and reducing extreme poverty are fundamental to building a secure and sustainable future for all (2011 Annual Report). Using our collective voice, InterAction engages members in important policy decisions to advance human dignity, including foreign assistance, the environment, women, health, education and agriculture (2011 Annual Report).

Important But Challenging Data Sets

Double Counting Dilemma: Since we are aggregating data from all members, there are issues of double counting in determining accurate estimates for some key data sets. For example, members working in the same community in Tanzania might count and report the same people as beneficiaries. We are consulting a data consultant on this double counting challenge. These key data sets include: Number of American individual financial donors (nationally and by state or Congressional district) Number of communities served overseas Number of beneficiaries served annually Data Thats Harder to Obtain: With increased focus on aid reform in local organizations, data sets such as the following are important: 1) the total amount spent by members through local organizations and institutions (through grants or sub-contracts), and 2) number of local partners per year. We are exploring ways to collect such data. This data also encounters double counting. Impact: Individual members are challenged to demonstrate impact, a challenge that becomes even more complex when we aim to aggregate member impact. We are working on two approaches: 1) first-person stories from the field, and 2) statistical data on progress in certain sectors with examples of how particular members contributed to these overall gains. The focus here is on contribution, not attribution. For instance: In the last ten years, girls enrollment in primary school has grown from X% to X% in sub-Saharan Africa. Members X, Y and Z contributed to this dramatic increase by providing teacher training to increase the number of female teachers.

Whats Next?
In early 2012, Sam Worthington mobilized a staff Data Task Force to identify key data sets for communicating the collective values, identity, power, and value added of our community. There are a number of potential audiences for this data including the U.S. government (Administration and Congress), donors and funders, multilateral institutions, the UN and other development bodies, the media, think tanks, and, to an extent, the public. In addition to overall member metrics, the Data Task Force is currently working on: Disaster Financial Data: In consultation with members, we have developed and are testing a more efficient, standardized process for members to report on funds raised and spent at the time of a largescale disaster. This process will be linked to InterActions Crisis List. Communications Vehicles: The Basic Talking Points on the front page are just a start. Our aim is to create a suite of written and web-based communications vehicles that succinctly, dramatically, and impressively communicate member data. This may include a one-pager or brochure with a short narrative and factoids, charts and graphs on our website, web video stories, etc. Whats Missing? Wed like to hear from members on what you consider most urgent and what would be most useful. Send your ideas to Suzanne Kindervatter, VP for Strategic Impact, skindervatter@interaction.org

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$9,000 $8,000 $7,000 $6,000 $5,000 $4,000 $3,000 $2,000 $1,000 $0

Annual Revenue
+75%

Grant Revenues Submitted/Possible Grant & Other Revenues Likely Grant Revenues Confirmed/Solid Grant Revenues

Other Core Revenues

Membership Dues

$10,000 $9,000 $8,000 $7,000

Gates 1000 Days Other Corporations Rockefeller

$5,000 $4,000 $3,000 $2,000 $1,000 $0 2004 2005 2006 2007 2008 2009 2010 2011 2012

Hewlett Gates Ford Other UN State BPRM IASC DCHA/Health OFDA

Annual Fundraising

$6,000

This page was deliberately left blank

DATE: TO: FROM: RE:

August 30, 2012 Finance Committee Peter R. Engebretson VP-Finance & Administration InterAction Financials for June 30, 2012

The following financial reports for the second quarter of 2012 are attached; all reports are as of June 30, 2012: Balance Sheet Income Statements - Summary 1: InterAction Total - Summary 2C: Core/Unrestricted - Summary 2R: Grants/Restricted Report of Operations vs. Other Items

The income statements provide comparative information: Actual and budget revenue/expense information for the period January 1- June 30. Actual revenue/expense information for the same period last year. Total budget for this year, reflecting balances remaining for the rest of the year. As discussed below, we are comfortable with InterActions financial position at mid-year. The 2012 budget was conservative and we do not anticipate the need for significant adjustments during the second half of the year. There is one revenue source that has not come through as budgeted - however, this is offset by another that has come in above the budget; these are discussed below. Expenses are in line with, or slightly below the budget. The overall position is stable and positive. Regarding the attached reports: 1. Balance Sheet - Assets a. Our cash position is strong at $3.9 million. This is an increase of $1.5 million since the end of the 1st quarter, and reflects receipt of the second year of funds from the Gates Foundation under the current 3-year award from the Foundation. b. Our prepaid items ($156,874) and fixed assets ($44,033) are minor in the overall picture of InterAction assets; these items are down approximately $16,000 since the end of the 1st quarter. c. Our investments of $921,911 are mutual funds held at Merrill Lynch. These are treated as reserves, and we have neither added to them nor drawn them down in at least five years. The value of these investments is down $46,538 during the 2nd quarter, reflecting market declines during the period. As a reminder: our operating budget is neutral with respect to investment gains and/or losses; that is, the approved budget assumes neither gains nor losses.

41

Finance Committee 2nd Quarter Financials

8/30/12

d. Our receivables of over $2.2 million consist of: 1) Foundation grants (principally Gates) 2) Federal grants (USAID and Dept of State) 3) Other restricted funds $ 1,883,292 278,909 99,955

e. Receivables from the Gates Foundation, and others, reflect revenue recognized earlier, but not yet received. As noted above regarding the increase in our cash position, the amount receivable from foundations is significantly decreased due to receipt of year 2 award funds from the Gates Foundation. f. Receivables under Federal awards reflect amounts due to InterAction for expenses already incurred. The amount receivable under Federal awards is down approximately $1.4 million, reflecting receipt of that amount in Federal funds. Federal funds for the 1st quarter were drawn down at the end of March, but not received until early April, and were therefore reflected in the 2nd quarter. In addition, during the 2nd quarter Federal funds for April and May were drawn down. The remaining receivable of $278,909 represents expenses incurred during June, for which funds were not received by June 30. 2. Balance Sheet Liabilities a. Our liabilities total $343,181; these consist of: 1) Accrued vacation pay 2) Accrued severance pay 3) Other liabilities and payables $ 149,287 103,066 118,776

b. The liabilities for accrued vacation and severance pay constitute 68% of total liabilities; these are adjusted annually, at year-end. Other liabilities and payables vary during the year with the ebb and flow of normal operations. c. The liability for severance pay is calculated as 50% of the total liability under our severance policy. 3. Balance Sheet Fund Balance a. Our current Fund Balance of $6.9 million is 58% Temporarily Restricted Net Assets and 42% Unrestricted. b. The TRNA will be drawn down as we utilize grant funds recognized earlier as revenue. c. The unrestricted portion of the fund balance is high early in the year because we receive a significant percentage of member dues during the 1st quarter. As the receipt of dues is completed, and normal spending continues, the unrestricted portion of the fund balance will decline over the course of the year. At the end of the 2nd quarter the unrestricted balance is $2.9 million, a decrease of approximately $638,000 during the quarter. d. Overall, in the normal course of events (and independent of any new multi-year awards during 2012), both components of the fund balance will be smaller at year-end than they are now. 4. Income Statements Revenue -2-

42

Finance Committee 2nd Quarter Financials

8/30/12

a. Revenue amounts shown as budgeted are from the approved 2012 budget; in the future we will re-state the revenue side of the budget to reflect the change in revenue recognition policy for foundation grants. That is, some of the revenue budgeted in the 2012 budget was actually recognized in 2011; the 2012 budget will be re-stated to account for the change. b. For the period January 1 through June 30 InterAction had revenue of $4,665,403 and expense of $4,562,170 resulting in a surplus of $103,233 for the period. c. A total of $2,552,531 in member dues was received through June 30. This represents 95% of the annual dues revenue budget of $2,675,000 and is significantly ahead of the amount budgeted for the 1st and 2nd quarters, and the amount collected at the same point last year. d. A total of $1,449,513 in grant and restricted revenue has been recognized in the first 6 months of 2012. During the 1st quarter $710,878 was recognized and reported; during the 2nd quarter an additional $738,635 has been recognized. e. The $738,635 in new grant/restricted revenue recognized during the 2nd quarter includes: 1) New revenue of $130,080: a) $25,000 in dues payments for the Alliance for International Youth Development (AIYD). b) $25,000 from the Wallace Genetic Foundation. c) $34,320 from the Open Society Policy Center. d) $15,760 from Coordination SUD. e) $30,000 from the Motorola Mobility Foundation. 2) Recognition of $608,555 in revenue under existing Federal grants from USAID and the Department of State. 3) As noted earlier, foundation grant revenue recognized in 2011 is not included as part of actual revenue in 2012. f. On the revenue side of the budget there has been one area of disappointment. The budget assumed receipt of a first-time award from Wellspring in the amount of $100,000 to pay a portion of the salary and benefits for 6 positions. We have been informed that we will not receive this grant. Fortunately, this was learned early enough in the year that it does not pose a significant problem. We are able to adjust the funding sources for various positions, other smaller grants have been received, and (as discussed below) the Forum has generated a significant unrestricted surplus. g. Other revenue through June 30 is $89,092 vs. the budgeted amount of $24,504 for the period. 1) Net investment gains of $65,987 through June 30 are included in other revenue. This reflects market gains in the value of investment mutual funds held at Merrill Lynch. In prior years this has been reported as an information item on a quarterly basis. To make our internal reporting consistent with year-end audit reporting, the investment account is being reconciled monthly and the results included in our financial reporting. -3-

43

Finance Committee 2nd Quarter Financials

8/30/12

The attached Report of Operations vs. Other Items separates this revenue from regular operations. 2) The balance of other revenue $23,105 consists of interest, sublease rent income, and other miscellaneous income. 5. Income Statements Expense a. Expenses for the first half of the year are somewhat below what was budgeted, $4,562,170 vs. $4,807,865 a difference of $245,695 (5%). b. This primarily reflects timing differences in when expenditures will be incurred compared with the budget assumptions regarding the timing of various activities. 6. Forum 2011 Of particular note in the first half of the year is the financial performance of the 2011 Forum, held April 30-May 2. In recent years we have budgeted the Forum as a breakeven event, but it has generally fallen short of that and has ended up in deficit. However, this years Forum has broken new ground. Final reconciliations are still in process, but we anticipate that the 2011 Forum will show a surplus of approximately $100,000. This surplus is the result of managing expenses to meet the budget, and generating revenue significantly in excess of the budget. The new revenue comes principally from corporate and other contributions and sponsorships; this is the result of several years of effort focused on developing new sources of support for the Forum, above and beyond participant registration fees. Overall, the InterAction balance sheet is strong, and operations for the first half of 2012 have been in line with, or slightly below, the budget. I look forward to discussing these reports and answering any questions you may have.

-4-

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49

DATE: TO: FROM: RE:

August 30, 2012 Audit Committee Peter R. Engebretson VP-Finance & Administration End-of-Summer Update

Following are brief updates on: staffing transitions in our Finance Office, finalization of the Accounting Manual, progress on open items from the most recent management letter. Finance Office Staffing As you know, beginning in September 2011 we outsourced our accounting function to Raffa, a regional accounting firm with experience providing a variety of services to NGO clients. As we discussed in the late spring and early summer, following completion of the 2011 audit we decided to bring the accounting function in-house once again. Since then we have been implementing this decision: In June I informed our engagement partner at Raffa of our intention to make this change. During the summer we recruited and hired a Controller/Senior Manager for Accounting to take the lead in re-constituting our in-house capability and leading the transition away from the use of Raffas services. Alexandra Charles has accepted this position, and will join the InterAction staff on September 4; she is a CPA and has worked in the public, private, and NGO sectors. I am excited to have her join us, and I believe she will be a real asset. In mid-September our new Senior Manager for Human Resources will join the InterAction staff. This is relevant to the Finance Office because it will allow the incumbent in an existing position to shift from being split 50/50 between HR and finance to being 100% dedicated on the finance side. This change combined with the addition of the Controller will put us in position to assume the responsibilities that Raffa has been carrying for the last year. I expect the transition with Raffa to take place from September to November. Initially we will take on work at the transaction level, and this will be followed by taking on the higher-level processes of monthly closing, and review and oversight. I believe that by the end of November we will have fully re-absorbed the accounting functions that have been outsourced. I hope to retain a relationship with Raffa through the year-end closing at December 31, and into our preparation for the 2012 audit. Raffa took the lead in these areas last year, and their knowledge, advice, and guidance will be valuable. We will do the work, but they will be a support resource as needed. I have been assured that Raffa will fully support this transition, which I deeply appreciate.

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Audit Committee End-of-Summer Update

8/30/12

Accounting Manual Updating our Accounting Manual has been an open item cited in recent management letters. In the management letter from the 2011 audit our auditors were satisfied that we had made sufficient progress in this area that they considered the item closed. However, at that point we had not finalized and issued the new manual. During the summer the manual has gone through 3 drafts, and is now final to be issued effective September 1. This timing coincides with the appointment of our new Controller, and one of her responsibilities will be to keep the manual as a current, living document, issuing and implementing updates on an as-needed basis. The manual is also being sent to our auditors on an information basis; if they have comments or suggestions (which I do not expect) we will certainly take them into consideration during the fall. Management Letter Open Items The 2011 management letter was distributed to the Board with other audit materials earlier this year, so copies are not included here; please let me know if you would like another copy. The management letter included 6 open items; we have addressed and resolved 5 of these, and the 6th will be completed during the fall. The table below shows the auditors comment for each of the 6 open items (the full background language is available in the management letter), and the current status of our work in each area. Management Letter Comment Quarterly Reports 2011 Status: InterAction filed the reports within the 45 days stipulated in its agreement; however, two reports were not filed within the 30 day period; these reports were filed 5 days and 10 days after the required time period. We continue to suggest attention in this area Current Status

This item specifically referred to quarterly reporting for Federal awards. All reports for the March 31 and June 30 quarters have been filed timely.

Capital Assets 2011 Comment: There was no change in status This is the one open item that has not been of this comment. We continue to recommend completed. The action required is an update of action in the upcoming fiscal year. our capital assets inventory. Preparation has begun on this, and the actual updating will be complete by October 31. Investments 2011 Comment: An investment reconciliation as of December 31, 2011 was prepared; in order to enhance the reporting of investment activities, we recommend that realized and The chart of accounts has been updated to include separate accounts for realized vs. unrealized gains/losses. Monthly reconciliation is segregating these different classes of -2-

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Audit Committee End-of-Summer Update

8/30/12

unrealized gains/losses be recorded in separate general ledger accounts. Outside Accountants 2011 Comment: InterAction transferred operating responsibility for its accounting functions to an outside accounting firm during 2011, and significant changes were implemented. With responsibilities transferred to a third party, it is important to document that InterAction management remains responsible for and in control of entries recorded in its financial records. We noted that management review was not consistently documented. We recommend that InterAction and its outside accountants institute formal procedures to document managements review. Conflict of Interest Contractors 2011: It is considered a best practice for organizations to include a conflict of interest provision in its agreements with independent consultants and other third party contractors. InterAction does not currently do so, therefore we recommend the inclusion of such a provision in its agreements with the aforementioned parties. Cash Management 2011 Comment: As of December 31, 2011, InterAction was due approximately $1,100,000 under Federal awards. Although InterAction maintains enough undesignated funds to support such activities, we believe there is a risk that other donor-restricted cash could be used if a detailed accounting of its cash position (for all pools of funds) is not performed on a regular basis. Accordingly, we recommend InterAction draw funds from its letter of credit on a regular basis, and in accord with its actual Federal expenditures (and internal cash management policies).

gains/losses in the separate accounts.

We have instituted a regular weekly status conference with Raffa during which the current status of issues is identified and discussed for resolution. In addition, following each monthly close Raffa provides a standard set of financial reports and supporting schedules for the month. These are reviewed and discussed during the weekly conferences, and copies are retained in InterActions records with appropriate notes.

We have incorporated a Conflicts of Interest section in our standard consulting services contract. It requires prior disclosure of actual or potential conflicts of interest concerning work to be done for InterAction.

The accumulation of the large Federal receivable at 12/31/11 was an anomaly that was not representative of prior or current practice; it resulted from the departure of staff and the transition to outside consulting accountants. Federal draw downs have been conducted on a regular basis during 2012; as of June 30 the outstanding Federal receivable was approximately $275,000 and represented primarily expenditures incurred in June. We have established a new bank account in which we hold grant funds received in advance; as grant expenditures are incurred, funds are transferred from this grant funds holding account to our operating account. This is intended to prevent the inappropriate use of donor-restricted funds.

*** I would be pleased to provide additional information on any of the topics addressed above. -3-

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Memorandum To: From: Date: Re: BOARD OF DIRECTORS Membership and Standards Board Committee August 13, 2012 Membership & Standards Committee Report

Item 1: Election of three New Members Action Item (Appendixes 1-3) Briefing sheets follow under this tab for each of the three prospective members for your vote and approval: As is our practice, information on these organizations has been vetted through the general membership via each Member CEO and the InterAction Staff. All three applications have been reviewed and approved by the Membership and Standards Board Committee on August 13, 2012 and the Committee recommends all three applicants for the approval of the Board. Financial information: Total estimated assessable international expenses $ 2,851,348.00

Organization

FY 12 budget

Projected Dues

Build Change

$3,735,242.00

$4,277.00

Lutheran Immigration and Refugee Service Mennonite Central Committee U.S.

$ 38,699,000.00

$32,990,981.00

$33,000.00

$ 20,501,000.00

$ 13,400,800.00

$ 20,100.00

Item 2: New strategic targets - for Board discussion InterAction staff update on the progress of the action plan targeting new strategic members within the Democracy and Governance sector, and other prospective members in the current pipeline. (Appendix 4)

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Appendix 1 Build Change 1416 Larimer Street, Suite 301 Denver, CO 80202 (415) 235-9930 Contact person/s: Tim Louis tim@buildchange.org (303) 953-2563 Website: www.buildchange.org Chief Executive Officer: Elizabeth Hausler Strand elizabeth@buildchange.org Incorporated in: California Year Incorporated: 2004 Recommended by: PCI, CHF International, Mercy Corps FY 12 budget: $3,735,242.00 Estimated assessable international expenses: $ 2,851,348.00 Estimated dues: $4,277.00 Statement of organizational purpose: Build Changes mission is to greatly reduce deaths, injuries and economic losses caused by housing collapses due to earthquakes in developing countries. Our vision for change is that: (1) houses built with inputs from Build Change in seismically active developing countries are resistant to earthquakes and other natural disasters; and (2) building codes are enforced or construction practices are permanently changed so that houses built in the absence of external funding and technical support are also earthquake resistant. Build Change leaves in place permanent change in construction practice by building local skills and stimulating local demand. Program profile: Build Change designs earthquake-resistant houses and trains builders, homeowners, engineers, and government officials to build them. Build Change's award-winning design and capacity building programs in post-earthquake reconstruction programs in Indonesia, China and Haiti have improved over 70,000 houses. To date in Haiti, Build Change has trained over 4,100 homeowners, 1,700 builders and 130 engineers in the basics of earthquake-resistant design and construction. In addition, Build Change is also providing technical assistance for retrofitting and new construction of 1,500 homes in Haiti; so far 1,558 solutions have been designed, and 313 homes have been completed. At each program site, they follow a six-step model to create permanent change in construction practices: 1) Learn First. After an earthquake has struck a community, they complete in-depth studies to determine why some of the buildings collapsed and why others did not.

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2) Design Earthquake-Resistant Houses. They use that knowledge to look for low- or no-cost improvements to existing ways of building earthquake-resistant houses and use local materials, skills and building techniques that are culturally accepted and easy to adopt with limited training and education. 3) Build Local Capacity. They train and work with all people involved in the reconstruction process - from homeowners, local engineers, architects, builders, carpenters and masons to technical high school, teachers and government agencies - to incorporate disaster-resistant building techniques in their practices. They also work with local building material suppliers to produce better building materials. 4) Stimulate Local Demand. They involve the homeowners and teach them about the basics of earthquake-resistant construction and what to look for in materials and workmanship. They purchase locally available materials and products and hire local workers involved in the reconstruction process. They also train local government and relief agency officials on construction practices. 5) Facilitate Access to Capital. If funding to homeowners is inadequate to build safe houses, Build Change partners with governments and financing institutions to provide access to capital that is contingent upon meeting minimum standards for construction quality. 6) Measure the Change. During any project, Build Change facilitates intensive monitoring and evaluation. Reasons for applying to join InterAction: Build Change wishes to join the InterAction alliance in order to facilitate our efforts to greatly improve long-term development policies and practices in developing parts of the world as they relate to housing design and construction. As an InterAction member, we believe the tools resources and best practices InterAction provides, as well as its standards for ensuring accountability and transparency in financial management and other areas of performance, would enable Build Change to reach scale and extend its services beyond our current programs in Haiti, China and Indonesia to countries across the world where the current housing stock and construction practices leave hundreds of millions (if not billions) at risk of earthquakes and other natural disasters. In terms of participation, we would endeavor to be an active participant in InterAction activities and an exemplary member of the alliance. Our CEO and founder, Dr. Elizabeth Hausler Strand, was a panelist at Forum 2012 and would continue to contribute to and participate in such activities. We would also seek to deepen our relationships with existing InterAction members and cultivate new relationships to better enable all of us to achieve our missions wherever possible.

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Appendix 2 Lutheran Immigration and Refugee Service 700 Light Street Baltimore, MD 21230 Tel: 410-230-2762 Contact person/s: Annie Wilson awilson@lirs.org Website: www.lirs.org Chief Executive Officer: Linda Hartke lhartke@lirs.org Incorporated in: Maryland Year Incorporated: 1939 Recommended by: Presbyterian Disaster Assistance and Hunger Program, Lutheran World Relief, Ethiopian Community Development Council FY 12 budget: $ 38,699,000.00 Estimated assessable international expenses: $32,990,981.00 Estimated dues: $33,000.00 Statement of organizational purpose: Lutheran Immigration and Refugee Service works to protect migrants and refugees through services of justice that rebuild lives, rekindle dreams, and transform communities to embrace, embody, and enact welcome for all newcomers in ways that enliven and enrich whole communities. Program profile: Their three largest programs are refugee resettlement, childrens services, and immigration justice. LIRS has been serving refugees in the United States since their founding almost 75 years ago. In 2010, LIRS resettled 10,134 refugees through its network of local social ministry organizations in 52 refugee resettlement communities across the US, preparing a place of welcome by engaging local churches and communities. In 2011, with a downturn in resettlement numbers caused by cumbersome security check procedures, they resettled 6,914 refugees. They also serve hundreds of refugee and immigrant children every year who are affected by armed conflict, human trafficking, abuse, exploitation, neglect, abandonment and persecution. They provide safety and support to children who enter the US without parents or guardians who are able or willing to care for them, offering foster care, family reunification services and other critical programs. Their immigration justice program serves survivors of torture in immigration detention, provides visitation services to immigration detainees and community services to those who are released, and advocates for alternatives to detention. Reasons for applying to join InterAction: LIRS wishes to rejoin InterAction because we appreciate InterActions commitment to improving practice in the nonprofit sector. We are very supportive of the PVO standards, and would be interested in strengthening those applicable for refugee resettlement organizations. We would benefit greatly from the

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collective learning InterAction makes possible. LIRS is also interested in networking with organizations that are responding to protection situations in complex environments, and would hope to contribute our own experience and learning to those conversations.

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Appendix 3 Chief Executive Officer: J. Ron Byler ronbyler@mcc.org Incorporated in: Pennsylvania Year Incorporated: 2001 Recommended by: IMA World Health, Church World Service, Christian Reformed World Relief Committee FY 13 budget: $ 20,501,000.00 Estimated assessable international expenses: $ 13,400,800.00 Estimated dues: $ 20,100.00 Statement of organizational purpose: Mennonite Central Committee, a worldwide ministry of Anabaptist churches, shares Gods love and compassion for all in the name of Christ by responding to basic human needs and working for peace and justice. MCC envisions communities worldwide in right relationship with God, one another and creation. Program profile: MCC works alongside local churches and communities in more than 50 countries, including Canada and the United States, to carry out disaster relief, sustainable community development and justice and peace-building work in the name of Christ. MCC also seeks to build bridges to connect people and ideas across cultural, political and economic divides. Disaster relief MCC continues to meet basic needs around the globe, supporting local communities and churches by sending food or material goods and funding other projects in regions recovering from war and disasters. Sustainable community development MCC works alongside local congregations and communities to seek long-term solutions to poverty, hunger and poor health. This includes projects to ensure access to sufficient food, clean water and quality education and to respond to the HIV and AIDS pandemic. Justice and peacebuilding

Mennonite Central Committee U.S. P.O. Box 500 South 12th Street, Akron, PA 17501 Tel: 717 859 1151 Ext. 350 Contact person/s: Arli Klassen arliklassen@mcc.org Website: www.mcc.org

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Justice and peacebuilding are at the heart of MCCs mission. MCC supports local peacemakers, congregations and communities in efforts in healing, reconciliation and peace, especially in regions torn by war or armed conflict. Reasons for applying to join InterAction: MCC wants to learn form, and contribute to, this coalition of like-minded agencies, with similar values and programming. MCC has already participated in conferences and meetings organized by InterAction, stay aware of advocacy initiatives organized by InterAction, and references the PVO Standards for MCCs internal policy work. We have been able to do all these things without becoming a member of InterAction. We want to increase our engagement by officially becoming a member of InterAction, which is a substantial expense, because we believe in the value of publically committing to working together and learning together.

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Prospective Members in Pipeline

Organization Center for Interfaith Action on Global Poverty (CIFA) Feed the Children LIVESTRONG Pure Water for the World GAVI Alliance* Glasswing International ORBIS International Catholic Medical Mission Board Core Group International Eye Foundation SOS Children's Villages USA The Alliance for the Prudent Use of Antibiotics Food for the Hungry, Inc. (FH) HALO Trust Population Council Population Services International World Institute on Disability Solar Electric Light Fund (SELF) Compassion International EngenderHealth Fair Trade Good Neighbors USA International Aid International Executive Service Corps Operation Smile Partners In Health (PIH)
*Associate category member Total Expenses - GIK Estimated Dues

$1,985,182 $532,799,852 $28,898,758 $577,460 $1,273,082,279 $314,307 $28,107,924 $28,309,941 $1,946,912 $1,350,035 $5,733,077 $1,511,325 $65,348,414

$2,977 $46,000 $31,000 $2,000 $20,000 $2,000 $31,000 $31,000 $2,920 $2,025 $8,600 $2,267 $38,000 $31,000 $38,000 $44,000 $3,262 $5,167 $46,000 $38,000 $12,822 $5,507 $3,990 $15,642 $34,000 $44,000

$21,111,407 $56,093,647 $193,297,808 $2,174,033 $3,444,200 $520,412,682 $62,342,293 $8,548,359 $3,731,294 $2,660,395 $10,428,384 $33,838,753 $145,388,285

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InterAction Board Members Contact List

CHAIR: Kathy Spahn President and CEO Helen Keller International 352 Park Avenue South, Suite 1200 New York, NY 10010 Phone: (646) 472-0326; Cell: (212) 300-6732 Fax: (212) 532-6053 Email: kspahn@hki.org Assistant: Miranda Hora Phone: (646) 472-0346 Email: mhora@hki.org Mercy Corps 45 SW Ankeny Street Portland, OR 97204 Phone: (503) 8965844 Email: nkg@mercycorps.org Assistant: Alexandra Gandolf Phone: (503) 8965844 Email: agandolf@mercycorps.org Management Sciences for Health 784 Memorial Drive Cambridge, MA 02139 Phone: (617) 250-9396 Email: jquick@msh.org Assistant: Silvana Bouhlal Phone: (617) 250-9261 Email: sbouhlal@msh.org International Medical Corps 1919 Santa Monica Blvd., Suite 400 Santa Monica, CA 90404 Phone: (310) 826-7800 Email: naossey@InternationalMedicalCorps.org Assistant: Juliette Missirian Email: jmissirian@InternationalMedicalCorps.org

VICE CHAIR: Neal Keny-Guyer CEO

TREASURER: Jonathan Quick President and CEO

Nancy Aossey President and CEO

August 9, 2012; Please notify apeskin@interaction.org of changes

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InterAction Board of Directors List, page 2 David Beckmann President Bread for the World 425 3rd Street SW, Suite 1200 Washington, DC 20024 Phone: (202) 688-1105 Email: dbeckmann@bread.org Assistant: Jamie Thomas Email: jthomas@bread.org Action Against Hunger-USA 247 West 37th Street, 10th Floor New York City, NY 10018 Phone: (212) 967-7800, ext. 106 Email: ndale@actionagainsthunger.org IntraHealth International, Inc. 6340 Quadrangle Drive, Suite 200 Chapel Hill, NC 27517 Phone: (919) 313 9111 Email: pgaye@intrahealth.org Assistant: Kimberly Vitolo Phone: (919) 313 9147 Email: kvitolo@intrahealth.org ChildFund International 2821 Emerywood Parkway P.O. Box 26484 Richmond, VA 23261 Phone: (804) 756-2701 Email: agoddard@childfund.org Assistant: Wendy Collins Phone: (804) 756-2726 Email: wcollins@childfund.org Good360 1330 Braddock Place, Suite 600 Alexandria, VA 22314 Phone: (703) 836-2121 Email: cindy@good360.org Assistant: Vicki Dorsey Phone: (703) 299-7570 Email: vicki@good360.org

Nan Dale CEO

Pape Gaye President and CEO

Anne Lynam Goddard President and CEO

Cindy Hallberlin President and CEO

August 24, 2012; Please notify apeskin@interaction.org of changes

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InterAction Board of Directors List, page 3 George Hamilton President Institute for Sustainable Communities 535 Stone Cutters Way Montpelier, VT 05602 Phone: (802) 229-2901 Email: gh@iscvt.org Assistant: Joan Beard Phone: (802) 225-2946 Email: jbeard@iscvt.org ReSurge International 857 Maude Avenue Mountain View, CA 94043 Phone: (650) 934-3320 Email: susan@resurge.org Assistant: France Redmayne Email: france@resurge.org Center for Civilians in Conflict (formerly CIVIC) 1210 18th Street NW, 4th floor Washington, DC 20036 Phone: (202) 558-6958 Email: sarah@civiliansinconflict.org Assistant: Emily Erfani Email: Emily@civiliansinconflict.org International Center for Research on Women 1120 20th Street NW, Suite 500 North Washington, D.C. 20036 Phone: (202) 742-1264 Email: skambou@icrw.org Assistant: Amy Ruiz Phone: (202) 742-1251 Email: aruiz@icrw.org American Jewish World Service 45 West 36th Street, 11th Floor New York City, NY 10018 Phone: (212) 792-2801 Email: rmessinger@ajws.org Assistant: Ariel Moritz Phone: (212) 792-2874 Email: amoritz@ajws.org

Susan Hayes President and CEO

Sarah Holewinski Executive Director

Sarah Degnan Kambou President

Ruth Messinger President

August 24, 2012; Please notify apeskin@interaction.org of changes

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InterAction Board of Directors List, page 4 Carolyn Miles President and CEO Save the Children 54 Wilton Road Westport, CT 06880 Phone: (203) 221-3795 Email: cmiles@savechildren.org Assistant: Diane Brackett Phone: (203) 221-4255 Email: dbrackett@savechildren.org Lutheran World Relief 700 Light Street Baltimore, MD 21230 Phone: (410) 230-2811 Email: jnunes@lwr.org Assistant: Andrea Greise Phone: (410) 230-2811 Email: agreise@lwr.org Episcopal Relief & Development 815 2nd Avenue New York, NY 10017 Phone: (212) 716-6029 Email: president@er-d.org Assistant: Mary Carr Phone: (212) 716-6029 Email: mcarr@er-d.org Relief International 5455 Wilshire Blvd., Suite 1280 Los Angeles, CA 90036 Phone: (310) 478-1200 Email: ceo@ri.org Assistant: Jasmin Yu Email: jasmin.yu@ri.org

John Arthur Nunes President and CEO

Robert Rob Radtke President

Farshad Rastegar President and CEO

Jonathan Reckford CEO

Habitat for Humanity 270 Peachtree Street, Suite 1300 Atlanta, GA 30303 Phone: (404) 962-3401 Email: jreckford@habitat.org Assistant: Bonnie Watson Phone: (404) 962-3402 Email: bwatson@habitat.org

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InterAction Board of Directors List, page 5 William Bill Reese President and CEO International Youth Foundation 32 South Street, Suite 500 Baltimore, MD 21202 Phone: (410) 951-1573 Email: w.reese@iyfnet.org Assistant: Hildegard Fino Phone: (410) 951-1537 Email: H.fino@iyfnet.org World Wildlife Fund 1250 24th Street, NW Washington, DC 20037 Phone: (202) 495-4665 Email: carter.roberts@wwfus.org Assistant: Patricia Gvozdich Phone: (202) 495-4664 Email: Patricia.Gvozdich@wwfus.org Plan International USA 1255 23rd Street NW, Suite 300 Washington DC, 20037 Phone: (202) 617-2300 Email: tessie.sanmartin@planusa.org Executive Assistant: Nonyem Okolo Phone: (202) 617-2254 Email: nonyem.okolo@planusa.org Physicians for Peace 500 E. Main Street, Suite 900 Norfolk, VA 23510 Phone: (757) 625-7569, ext. 317 Email: rsconyers@physiciansforpeace.org Assistant: Dawn Dikun Phone: (757) 625-7569, ext. 321 Email: ddikun@physiciansforpeace.org InsideNGO 19 South Compo Road Westport, CT 06880 Phone: (203) 226-3650 Email: asmith@InsideNGO.org Assistant: Elizabeth Deakins Phone: (202) 509-0465 Email: edeakins@InsideNGO.org

Carter Roberts President and CEO

Tessie San Martin President and CEO

Ron Sconyers President and CEO

Alison Smith Executive Director

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InterAction Board of Directors List, page 6 Tsehaye Teferra President and CEO Ethiopian Community Development Council 901 South Highland Street Arlington, VA 22204 Phone: (703)-685-0510, ext. 203 Email: tteferra@ecdcus.org Assistant: Senay Gebremedhin Phone: (703) 685-0510, ext. 250 Email: Senayhg@ecdcus.org World Learning 1 Kipling Road P.O. Box 676 Brattleboro, VT 05302-0676 Phone: (802) 258-3357 Email: adam.weinberg@worldlearning.org Assistant: Bethaney LaClair Phone: (802) 258-3357 Email: Bethaney.laclair@worldlearning.org

Adam Weinberg President and CEO

David A. Weiss President and CEO

CHF International 8601 Georgia Avenue, Suite 800 Silver Spring, MD 20910 Phone: (301) 585-1912 Email: dweiss@chfinternational.org Assistant: Marisabel Mathison-Boozer Phone: (301) 587-4700, ext. 1897 Email: Mmathison-boozer@chfinternational.org InterAction 1400 16th Street NW, Suite 210 Washington, DC 20036 Phone: (202) 552-6570 Email: sworthington@interaction.org Assistant: Amanda Peskin / Will Merrow Email: apeskin@interaction.org wmerrow@interaction.org

Sam Worthington President and CEO

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Elected: YEAR

Board Members

End of tenure: 2013 x x x x x x x x x x x x x x x x x x x x x x x x x x x Ex2014 2015 2016 2017 2018

2007 Anne Goddard, Child Fund International 2007 Robert Radtke, Episcopal Relief and Development 2007 Ron Sconyers, Physicians for Peace 2007 Tsehaye Teferra, Ethiopian Community Development Council 2007 Kathy Spahn, Helen Keller International - BC, FC 2008 Carter Roberts, World Wildlife Fund 2009 William "Bill" Reese, International Youth Foundation 2009 Susan Hayes, ReSurge International 2009 Jonathan "Jono" Quick, MSH Treasurer 2009 Farshad Rastegar, Relief International 2009 Jonathan Reckford, Habitat for Humanity 2009 Alison Smith, InsideNGO 2010 Nancy Aossey, International Medical Corps 2010 David Beckmann, Bread for the World 2010 Nan Dale, Action Against Hunger US 2010 George Hamilton, Institute for Sustainable Communities 2010 Sarah Holewinski, Center for Civilians in Conflict 2010 Ruth Messinger, American Jewish World Service 2011 Pape Gaye, IntraHealth International 2011 Cindy Hallberlin, Good360 2011 Neal Keny-Guyer, Mercy Corps - BVC 2011 John Nunes, Lutheran World Relief 2011 Tessie San Martin, Plan USA 2011 Adam Weinberg, World Learning 2012 Sarah Kambou, ICRW 2012 Carolyn Miles, Save the Children 2012 David Weiss, CHF International Sam Worthington, InterAction, officio

Two consecutive 3-year terms for BoD and one additional 1-year term for currently seated; **Officers are assumed and reflected in the required to leave in year listed

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List of InterAction Board of Directors Committees, September 2012

Board Kathy Spahn Tsehaye Teferra Jonathan Quick Sam Worthington William "Bill" Reese Robert Radtke Jonathan Reckford Alison Smith Anne Goddard Carter Roberts ** Susan Hayes Nancy Aossey David Beckmann** Nan Dale Farshad Rastegar George Hamilton Sarah Holewinski Ruth Messinger Ron Sconyers John Nunes Pape Gaye Cindy Hallberlin Adam Weinberg Neal Keny-Guyer Tessie San Martin Sarah Kambou Carolyn Miles David Weiss Totals: 28 Executive Membership and Committee Standards X - Chair X X X X X - Chair Finance Nominating Audit X X - Chair X X X X X - Chair X X X X X X X X - Chair X X X X X X X X X X 6 7 8 6 7 X X

** No committee at this time Ex-officio Last updated 8/17/2012

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Board Meeting Schedule for 2012 - 2013

Updated July 16, 2012 2012 Board Meeting Dates Tuesday, September 11, 2012 1pm 5pm th 1400 16 Street NW - Suite 210 Washington DC 20036 Julia Vadala Taft Conference Room Lunch will be served 11:30am 1pm Board dinner TBD Tuesday, December 4, 2012 9am 2pm Chesapeake Beach Resort & Spa 4165 Mears Avenue Chesapeake Beach, MD 20732 Related Activities Women CEO Retreat: December 3, 10am 9pm CEO Retreat: December 4, 3pm 9pm December 5, 9am 9pm December 6, 9am 2pm 2013 Board Meeting Dates Tuesday, February 26, 2013 1pm 5pm th 1400 16 Street NW - Suite 210 Washington DC 20036 Julia Vadala Taft Conference Room Lunch will be served 11:30am 1pm Board dinner TBD Sunday, April 28, 2013 2pm 6pm Crystal Gateway Marriott 1700 Jefferson Davis Highway Arlington, Virginia 22202 Room TBD Related Activities InterAction Forum: April 29 through May 1, 2013 Tuesday, September 10, 2013 1pm-5pm 1400 16th Street NW - Suite 210 Washington DC 20036 Julia Vadala Taft Conference Room Lunch will be served 11:30am 1pm Board dinner TBD Wednesday, December 4, 2013 9am 3pm Location TBD Related Activities Women CEO Retreat: December 3 CEO Retreat: December 4 through December 5

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BYLAWS OF INTERACTION: THE AMERICAN COUNCIL FOR VOLUNTARY INTERNATIONAL ACTION, INC.

As Adopted As of December 10, 2008

ARTICLE I - Name Section 1.01 Name. The Corporation shall be known as InterAction: The American Council for Voluntary International Action, hereinafter known as the Corporation. ARTICLE II - Members Section 2.01. Who Shall be Members. The Corporation shall have two classes of members. Class A members shall have voting rights. Admission to Class A membership shall be by majority vote of the Board of Directors. An organization may apply for Class A membership if it is exempt from taxation under Section 501(a)of the Internal Revenue Code of 1986, as amended; has primary purposes and work consistent with the purposes of the Corporation; and agrees to pay established dues. Class B members shall have no voting rights. Admission to Class B membership shall be by majority vote of the Board of Directors. An entity that is exempt from taxation under Section 501(a) may apply for Class B membership if it has purposes and work consistent with the purposes of the Corporation; and agrees to pay established dues. The Board of Directors may establish any additional criteria for Class A and Class B membership. Section 2.02 Dues. The Class A Members shall determine the appropriate dues for each Member. The amount and structure of dues may be changed by a vote of the Class A Members. Section 2.03 Resignation and Removal. Any Member after having fulfilled all obligations to the Corporation may resign by written notice to the President/CEO of the Corporation (any such resignation to take effect as specified therein, or if not so specified, upon receipt by the President/CEO). Any Member may be removed or suspended at any time for failure to maintain the

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standards and criteria for admission and continuing membership or for other cause by a two-thirds (2/3) vote of the number of Directors then in office. Section 2.04. Membership Meetings. a. Representative. Each Class A Member shall appoint a duly-authorized representative to represent it at meetings. The representative shall be the chief executive or the chief executives designee (who must also be an employee of the Member). The President/CEO shall maintain a list of Member representatives. The vote of a Members representative shall constitute the vote of the Member. [Class B Members may appoint a duly-authorized representative to represent it at meetings; however, the Class B member shall not have voting rights.] b. Annual Meeting A meeting of the Class A Members of the Corporation shall be held annually for the election of Directors and the transaction of such other business as may properly come before the meeting on a date to be determined annually. c. Special Meetings. Special meetings of the Class A Members may be called by the Board of Directors and/or by the Chair of the Board. Special meetings may also be convened by ten percent (10%) of the Class A Members, who may in writing demand the call of a special meeting specifying the date and month thereof, which shall not be less than two nor more than three months from the date of such written demand. The President/CEO of the Corporation upon receiving the written demand shall promptly give notice of such meeting or if he or she fails to do so within five days thereafter, any Class A Member signing such demand may give such notice. d. Place and Time of Meetings. Meetings of Class A Members may be held at such place and at such hour as may be fixed in the notice of the meeting. e. Notice of Annual and Special Meetings. Whenever Class A Members are required or permitted to take any action at a meeting, written notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) or more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, to each Class A Member entitled to vote at such meeting. If mailed, official notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the Member at his address as it appears on the records of the Corporation. f. Waivers of Notice. Whenever notice is required to be given to any Member under any provision of law, the Certificate of Incorporation or these Bylaws, a waiver in writing signed by the Member entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. The presence of any Member at a meeting, in person or by proxy, without objection to the lack of notice of the meeting, shall also waive notice by such Member. g. Quorum. One-quarter (1/4) of the Class A Members represented in person or by proxy shall constitute a quorum at a meeting of Class A Members for the transaction of any business. The Class A Members present at a duly-organized meeting may continue to do business until 2

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adjournment, notwithstanding the withdrawal of enough Class A Members to leave less than a quorum. If a meeting cannot be organized because a quorum is not present, those present may adjourn the meeting until a subsequent meeting at which quorum is present, when any business may be transacted that may have been transacted at the meeting as originally called. h. Vote. Each Class A Member shall have one (1) vote. Whenever any corporate action is to be taken by vote of the Members, it shall, except as otherwise required by law or by the Certificate of Incorporation, be authorized by a majority of the votes cast in person or by proxy at a meeting of Class A Members. i. Presiding Officer. At any meeting of the Members, if neither the Chair nor Vice-Chair of the Board, nor the President/CEO, nor a person designated by the Board to preside at the meeting shall be present, the Members present shall appoint a presiding officer for the meeting. The appointee of the person presiding at the meeting shall act as secretary of the meeting. 2.05. Proxies. A Class A Member entitled to vote may vote in person or may authorize another person to act for such Member by proxy. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Class A Member executing it, except as otherwise provided by law. ARTICLE III - Board of Directors Section 3.01. Authority of Directors. The Corporation shall be managed by its Board of Directors. Section 3.02. Number of Directors. The number of Directors constituting the entire Board shall not be less than twenty two (22) or more than thirty (30). In addition, the CEO/President shall serve as an ex officio non-voting member of the Board of Directors. In no case may any decrease in the number of Directors shorten the term of any incumbent Director. Section 3.03. Eligibility of Directors Each Director shall be at least eighteen (18) years of age. At least eighty percent (80%) of Directors must be the chief executives or other senior executives of Class A Member organizations; however, in no event shall the number of member-representative Directors be less than twenty-two (22). Up to twenty percent (20%) of the Board may consist of persons of stature not affiliated with a Member of the Corporation who are known for their strong commitment to and expertise in international relief and development, and who bring a broader outside perspective or expertise to help InterAction achieve its mission. In their service to the Board, Directors shall represent the interests of the Corporation as a whole. Section 3.04. Election and Term of Directors. Directors shall be nominated by the Board from a slate of candidates prepared by the Nominating Committee and shall be elected by the Class A Members. The Nominating Committee shall endeavor to reflect the diverse range of the Corporations membership in the slate of candidates for the Board.

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Directors shall be divided into three classes, staggered by term, which shall be as near as possible to equal in size. Except as provided in Section 3.05, Directors shall be elected to terms of three (3) years. Directors shall continue in office until his or her successor is elected and qualified, or until his or her death, resignation, or removal. A Director having served two (2) consecutive terms is eligible for re-election to the Board only after having been off the Board for at least one (1) year. Section 3.05. Transitional Term of Directors. For the first class elected after amendment of these Bylaws in 2002, the term of office of those Directors in Class One shall expire at the Annual Meeting in 2004; the term of office of those Directors in Class Two will expire at the Annual Meeting 2005; and the term of office of those Directors in Class Three will expire at the Annual Meeting in 2006. Section 3.06. Vacancies. If vacancies occur in the Board for any reason between annual Membership meetings such that the number of Directors falls below twenty-two (22), vacancies may be filled by the Board so that there are at least twenty-two (22) Directors. Such vacancies may be filled by a vote of a majority of Directors then in office. All other vacancies shall be filled by the Members at annual or special meetings. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. If the number of Directors is increased, the term of a Director elected to such vacancy shall end at the same time as the term of other Directors in that class. Section 3.07. Compensation. With the exception of the President/CEO, Board members shall not be compensated for serving on the Board, but may be reimbursed for actual expenses incurred on behalf of the Corporation. Section 3.08. Resignation & Removal. Any Director may resign from office at any time by delivering a resignation in writing to the President/CEO. Such resignation shall take place at the time specified therein, and unless otherwise specified, no acceptance of such resignation shall be necessary to make it effective. Any or all of the Directors may be removed, with or without cause, by action of the Board, provided that fourteen (14) days prior notice is given of the proposed removal. The seat of any Director whose affiliation with a Member ceases shall automatically become vacant on the 30th day following the last day of his or her affiliation with that Member. Section 3.09. Meetings. Meetings of the Board of Directors, annual, regular or special, may be held at any place as may be fixed by the Board from time to time or as shall be specified in the respective notice or waivers of notice thereof. There shall be three regular meetings per year in addition to an annual Meeting of the Board for the appointment of Officers. The Annual Meeting of the Board shall be held at the same place and as soon after the holding of the Annual Meeting of the Members as is practicable. The Board may fix times and places for regular meetings of the Board. No official notice of Annual or regular meetings need be given. Special meetings, subject to the notice requirements below, may be called at any time by the Chair of the Board of Directors upon his or her own authority and upon written petition to the Chair of twenty percent (20%) of the Directors. At the discretion of the Chair, one of the three regular meetings of the Board may be held 4

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by conference telephone or similar communications equipment, so long as Directors participating in such meeting are able to hear one another at the same time. Section 3.10. Notice. Reasonable advance notice for special meetings shall be given to all Directors who have not waived such notice stating the date, place and hour of the special meeting. A notice need not state the purpose of any meeting of the Board. Notice of any meeting need not be given to any Director who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Section 3.11. Quorum. Unless a greater proportion is required by law, one-third (1/3) of the entire Board of Directors shall constitute a quorum for the transaction of business. Section 3.12. Action by the Board. Except as otherwise provided by law or by these Bylaws, the vote of a majority of the Directors present at a meeting at the time of the vote, if a quorum is present shall be the act of the Board. Public policy positions of the Corporation shall be established by a two-thirds (2/3) vote of the Directors present at a meeting, provided there is a quorum present. A majority of the Directors present whether or not a quorum is present may adjourn a meeting of the Board to another time or place. Notice of any adjournment of a meeting shall be given to the Directors who were not present at the time of the adjournment and, unless such time and place was announced at the meeting, to the other Directors. Section 3.13. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all the members of the Board consent in writing to the adoption of a resolution authorizing such action. Each resolution so adopted and the written consents thereto by members of the Board shall be filed with the minutes of the proceedings of the Board. Such consents shall have the same force and effect as a unanimous vote of the Board. Section 3.14. Board Committees. a. Executive Committee The Executive Committee of the Board of Directors shall consist of seven (7) Directors plus the President/CEO, who shall serve as an ex-officio nonvoting member of the Executive Committee. The seven Directors on the Executive Committee shall include the Chair, Vice Chair and Treasurer and four at-large members nominated by the Chair and elected by the Board. The Executive Committee shall have all of the authority of the Board to the fullest extent permitted by applicable law and shall meet between meetings of the Board at such times and places as may be fixed by the Chair. The Executive Committee shall take such actions as are necessary between meetings of the Board. All members of the Executive Committee shall serve in their individual capacities so long as they maintain their affiliations with the respective Member organizations. b. Standing Governance Committees. The Board may establish standing governance committees. The Chair shall nominate and the Board of Directors shall elect from among the Directors, the Chair and at least two (2) members to each standing governance committee. A quorum shall be a majority of the Directors on the committee. The Board may establish such procedures to govern their activities, and delegate to them such authority as may be necessary or desirable for the efficient management of the property, affairs, business, and/or activities of the Corporation. 5

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There shall be at least three such standing governance committees: Nominating, Standards and Membership, and Finance. The duties and responsibilities of these committees shall include, but not be limited to, the following: 1 Nominating Committee. Recommend criteria for Director selection, identify and screen prospective nominees and recommend slates of Director nominees to the Board; recommend slates of officer nominees for the full Boards approval; review with each Director their participation, attendance and interest in serving on the Board before renominating them; design and implement a board evaluation process. 2 Standards and Membership Committee. Recommend to the Board standards and guidelines for the Corporations Members as well as establish other criteria for membership in the Corporation above and beyond the standards and criteria already set for full Members in these Bylaws; oversee processes for Members compliance with the standards and recommend any needed action to the Board; recruit and review all new applications for membership and make recommendations to the Board. 3 Finance Committee. Oversee financial management, integrity, and health of the Corporation; review and recommend budgets; and review regular financial reports, annual audits, financial policies and major financial decisions. c. Authority. Each committee of the Board shall serve at the pleasure of the Board. Each committee of the Board shall to the extent provided in these bylaws or the authorizing resolution have all the authority of the Board. Notwithstanding the foregoing, the designation of any such committee and the delegation thereto of authority shall not alone relieve any Director of his duty to the Corporation under 717 of the Not-for-Profit Corporation Law, and no such committee shall have authority as to the following matters: 1 The submission to Members of any action requiring Members approval under the Not-forProfit Corporation Law. 2 The filling of vacancies in the Board of Directors or in any committee. 3 The amendment or repeal of the by-laws or the adoption of new by-laws. 4. The amendment or repeal of any resolution of the Board which by its terms shall not be so amended or repealed. Section 3.15. Other Committees. In addition to those committees authorized in Article IV, other committees not having and exercising the authority of the Board in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Such committees shall consist of at least two (2) individuals who need not be Directors of the Corporation. The Chair or the President of the Corporation shall appoint the members of such committees. Other committees shall have only the powers specifically delegated to them by the Board and shall in no case have powers which are not authorized for standing committees under the Not-for-Profit Corporation Law or these Bylaws. ARTICLE IV - Program Committees Section 4.01. Program Committees. There shall be such Program Committees as the Board of Directors shall from time to time determine. The Board shall establish the broad areas of mandate, 6

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scope of authority and responsibility and the broad policies and priorities that will guide the work of the Program Committees. Membership on Program Committees shall be open to representatives from any Member working in the program area. Such representatives need not be members of the Board of Directors. Each Program Committee shall elect a Program Committee Chair or Co-Chairs from among the members of such Committee. Each Program Committee shall conduct its activities and govern its affairs in accord with such rules and procedures as it may adopt, subject to such common guidelines and directives as the Board of Directors may from time to time adopt. ARTICLE V - Officers Section 5.01. Officers. The officers of the Corporation shall be the Chair, Vice-Chair, Treasurer, and President/CEO. No person may hold two or more offices. Section 5.02. Appointment of Officers; Terms of Office. The terms of the first class of officers appointed after amendment of these Bylaws in September, 2002 shall expire at the Annual Meeting in 2004. Thereafter, officers shall serve one (1) year terms. Directors shall continue in office until his or her successor is elected and qualified, or until his or her death, resignation, or removal. The Chair, Vice-Chair and the Treasurer shall be appointed by the Board at its annual meeting in each year that such positions have become vacant due to expiration of an officer's term. An Officer having served three (3) consecutive terms shall be eligible for reappointment only after a one-year break in service. Vacancies existing for any reason shall be filled by the Board for the remainder of the unexpired term. Section 5.03. Resignation. Resignations are effective upon receipt by the President/CEO of a written notification. Section 5.04. Removal. An officer may be removed by the Board at a meeting, or by action in writing pursuant to Section 3.13 with or without cause. Removal without cause shall be without prejudice to such persons contract rights, if any, and the appointment of such person shall not itself create contract rights. Section 5.05. Powers and Duties of the Chair. The Chair shall have general charge and supervision of the affairs of the Corporation. The Chair shall preside at all meetings of the Board. The Chair shall perform such other duties as the Board may designate. Section 5.06. Powers and Duties of the Vice-Chair. In the event that the Chair is absent or unable to act, the Vice-Chair shall perform the duties and exercise the powers of the Chair. Section 5.07. Powers and Duties of the Treasurer. Except as the Board shall otherwise direct, the Treasurer shall have charge of all funds and securities of the Corporation and shall deposit the same to the credit of the Corporation in such banks or depositories as the Board of Directors may authorize. He or she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation, and whenever required by the Board, shall render a statement of accounts. He or she shall at all reasonable times exhibit the books and accounts to any officer or Director of the Corporation. The Treasurer shall have all such powers and duties as generally are incident to the position of Treasurer or as may be assigned by the Chairs or 7

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by the Board. Except as prohibited by the law of the State of New York, the Treasurer may delegate to the executive employees of the corporation day to day performance of these duties. Section 5.08. Powers and Duties of the President/CEO. The President/CEO shall serve as the Chief Executive Officer of the Corporation, and shall perform all duties customary to that office and such other duties as may be prescribed by the Board from time to time. The President/CEO shall supervise and control all of the affairs of the Corporation in accordance with policies and directives approved by the Board. The President/CEO shall have the powers and perform the duties typically performed by the Secretary. Section 5.09. Agents and Employees. The Board may appoint agents and employees of the Corporation who shall have such authority and perform such duties as may be prescribed by the Board. The Board may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such persons contract rights, if any, and the appointment of such person shall not itself create contract rights. ARTICLE VI - Compensation Section 6.01. Compensation Policy. In establishing appropriate compensation levels, whether as employees or under contractual arrangements, for an individual who is a Director, officer, member of a committee with Board-delegated powers, or anyone else exercising substantial influence over the Corporation, in addition to complying with any conflict of interest policy, the Board or committee shall: 1 recuse/exclude members who receive directly or indirectly a substantial portion of their income from the Corporation; 2 rely on appropriate comparative data, including comparable agreements in similar organizations; compensation levels for similar positions in both exempt and taxable organizations; and regional economic data; and 3 document the bases upon which it relies for its compensation determinations. Section 6.02. Compensation Committee. The Board, may, if it chooses, establish a compensation committee to set appropriate levels of compensation. A compensation committee shall consist solely of disinterested persons with respect to the transaction in question and shall follow the above-outlined procedures. ARTICLE VII - Indemnification The Corporation may indemnify any person, made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the Corporation to procure a judgment in its favor, whether civil or criminal, by reason of the fact that such person or such persons testator or intestate is or was a Director or officer of the Corporation, or serves or served any other corporation, partnership, joint venture trust, employee benefit plan or other enterprise in any capacity at the request of the Corporation, and the Corporation may advance such persons related expenses, to the full extent permitted by law. The Corporation shall have the power to purchase and maintain insurance to indemnify the Corporation and its Directors and officers to the full extent such indemnification is permitted by law. 8

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In no case, however, shall the Corporation indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code of 1986 (the Code) as now in effect or as may hereafter be amended. Further, if at any time the Corporation is deemed to be a private foundation within the meaning of section 509 of the Code then, during such time, no payment shall be made under this article if such payment would constitute an act of selfdealing or a taxable expenditure as defined in section 4941(d) or section 4945(d) respectively of the Code. Moreover, the Corporation shall not indemnify, reimburse, or insure any person in any instance where such indemnification, reimbursement or insurance is inconsistent with section 4958 of the code or any other provision of the code applicable to organizations described in section 501(c)(3) of the Code. If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and effectiveness of the remaining parts shall not be affected. ARTICLE VIII - Miscellaneous Section 8.01. Fiscal Year. The fiscal year of the Corporation shall be January 1 December 31 but may be changed by resolution of the Board. Section 8.02. Checks, Notes, Contracts. The Board of Directors shall determine from time to time who shall be authorized to sign on its behalf checks, notes, drafts, acceptances, bills of exchange, and other orders or obligations for the payment of money; to enter into contracts; or to execute and deliver other documents and instruments. No individual shall be authorized to bind the Corporation to any obligation unless expressly authorized by the Board. Section 8.03. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board or any committee to which such authority has been delegated by the Board may select, or as may be selected by any officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent of the Corporation. Section 8.04. Purchase, Sale, Mortgage and Lease of Real Property. No purchase of real property shall be made by the Corporation and the Corporation shall not sell, mortgage or lease its real property unless authorized by the vote of two-thirds (2/3) of the entire Board, provided, however, that if the entire Board consists of twenty-one (21) or more Directors, the vote of a majority of the entire Board shall be sufficient. Section 8.05. Recordkeeping. The Corporation shall keep at its principal place of business 1) correct and complete books and records of accounts; 2) minutes of the proceedings of Membership and the Board meetings, reflecting at a minimum the names of those in attendance, any resolutions passed and the outcomes of any votes taken; and 3) a current list of record containing the names and address of all Members, Directors, and officers of the Corporation.

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Section 8.06. Reports to the Members. The President and Treasurer of the Corporation shall present at the annual meeting of the Members a report, verified by the President and Treasurer, or certified by an independent public or certified public accountant or a firm of such accountants selected by the Board, showing in appropriate detail the following: 1 The assets and liabilities, including the trust funds, of the Corporation as of the end of a twelve month fiscal period terminating not more than six months prior to said meeting. 2 The principal changes in assets and liabilities, including trust funds, during said fiscal period. 3 The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes during said fiscal period. 4 The expenses or disbursements of the Corporation, for both general and restricted purposes, during said fiscal period. This report shall be filed with the minutes of the annual meeting of the Board of Directors. ARTICLE IX - Conflicts of Interest The Board shall by resolution adopt a conflict of interest policy applicable to officers, Directors, members of committees of the Board, and employees, that shall define conflicts of interest (including competing financial interests or fiduciary duties), require that conflicts be disclosed and the conflicted person be recused from any decision-making with regard to the matter. ARTICLE X - Amendment of Bylaws These Bylaws may be amended or repealed by a vote of the Membership present at a meeting in person or by proxy, provided fourteen (14) days prior notice is given of the proposed amendment.

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2011-2014 Goal InterAction will champion a bold agenda for decreasing poverty, upholding human rights, safeguarding a sustainable planet, and ensuring human dignity for poor and vulnerable populations.

2012 STRATEGIES AND OBJECTIVES

Strategy 1 Promoting a unified action agenda to influence the policies and approaches of the U.S. government, multilateral and U.N. institutions, foundations, and corporations.
Objectives Initiatives Outcomes Core InterAction accounts protected from disproportionate cuts in a very austere budget environment.

1.1 U.S. Government Funding Executive level meetings with key members of Congress and Robust U.S. government administration officials. funding of the International Affairs budget, with an Funding recommendation emphasis on humanitarian and documents and other written poverty-focused development products produced and assistance. disseminated. Regular educational and lobbying visits to Capitol Hill. 1.2 U.S. Government Policies and Practices U.S. government policies and practices, particularly those focused on aid effectiveness, align more closely with InterActions recommendations. Engage officials from USAID, the State Department, Congress and other relevant agencies at multiple levels, through various channels and through InterAction products. Key issues for engagement include aid effectiveness and reform, counter-terrorism restrictions and regulations affecting humanitarian action.

USG officials are provided with good analysis and take action on InterAction recommendations on key issues. InterAction members mobilized to engage on aid effectiveness and reform, counter-terrorism restrictions and regulations affecting humanitarian action.

Members and allies are engaged to US Government revises positions develop common G8/G20 positions based on InterActions G8/G20 to influence White House, State, advocacy. Treasury, USAID and other appropriate agencies. Engage member organizations to mobilize in response to key issues above and work from common messages. InterAction messages are adopted by members and incorporated in mainstream and other media.

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2011-2014 Goal: InterAction will champion a bold agenda for decreasing poverty, upholding human rights, safeguarding a sustainable planet, and ensuring human dignity for poor and vulnerable populations.

Strategy 1 Promoting a unified action agenda to influence the policies and approaches of the U.S. government, multilateral and U.N. institutions, foundations, and corporations.
Objectives Initiatives Outcomes

1.3 Multilateral Organizations, Engage officials from targeted Multilateral organization officials international and inter-agency multilateral organizations, including take action on recommendations, fora the World Bank, Office for the in particular those regarding Coordination of Humanitarian humanitarian policy and practice, The policies and practices of Affairs (OCHA), United Nations High including context-specific targeted multilateral Commissioner for Refugees concerns, thematic issues and the organizations better align with (UNHCR) and other UN entities at humanitarian system architecture. InterActions multiple levels, and distribute recommendations. InterAction products. Ensure active member engagement in effective InterAgency Steering Committee (IASC) reform processes. In next large scale emergency, UN Deepen and continue InterActions agencies and NGOs field and role and leadership in IASC. deploy skilled leaders resulting in timely and more effective response. Engage with the World Bank to influence the civil society support Interactions whole of society and facility and social accountability equity perspectives are reflected effort. in the World Banks new CSO outreach. Council created to facilitate joint vision of mutual effectiveness and accountability. With select businesses engage around a critical development issue to identify shared priorities between corporate and NGO sectors and determine select partnership principles.

1.4 Corporations

Establish the InterAction Business Council, its function and business Partnerships and collaborations model, and secure sponsoring between InterAction members organizations. and targeted corporations are increased in alignment with Convene council members and InterAction values and InterAction members. standards. Develop a common and integrated corporate engagement strategy.

1.5 Foundations

Partner with Bridgespan to update InterAction members speak with and expand research on the unified voice on impact of Foundations practices in starvation cycle for InterAction starvation cycle. funding indirect costs support members. Recruit allies (foundation the building of more effective advisors, thought leaders) as Dialogue on subject shifts to and sustainable organizations. advocates. discussion of developing organizations that are more Organize members to advocate sustainable. based on research findings and common talking points about issues created by the starvation cycle.

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2011-2014 Goal: InterAction will champion a bold agenda for decreasing poverty, upholding human rights, safeguarding a sustainable planet, and ensuring human dignity for poor and vulnerable populations.

Strategy 2 Raising the collective role, profile and power of NGOs, by demonstrating and enhancing InterAction member contributions, expertise, impact, accountability, and transparency.
Objectives 2.1 Expertise/Impact Initiatives Outcomes

Observe, research and Number of members evaluating the document shifts in the NGO impact of their work is increased. Demonstrate and increase community which will allow us awareness of the expertise of our Specific written or electronic to promote best practices members and of the impact of products that elevate the impact of (particularly in evaluation), their work. members in particular areas are advance innovative developed. partnerships and promote intersections among different New systems and standards in place within InterAction for aggregating and sectors. making public key data on members. Prioritize key member data sets and improve data collection and validation. 2.2 Transparency and Accountability Strengthening InterAction and Members indicate that they have its members commitment to made progress in adopting transparency and transparency principles into their Advance transparency norms in accountability, ensuring plans and have begun to apply the IATI the InterAction community, connectivity and relevance to framework. including a framework that our standards. promotes the sharing of Improved timeliness and appropriate program and Engage the Board and comprehensiveness of information on financial information in a public member CEOs to advance an crisis response lists. and accessible manner. understanding of the changing Increase transparency by making expectations. member project data available Strengthen the commitment and Seek out new partners for through NGO Aid Map. capacity of members to enhance, mapping work to take effort Members demonstrate commitment promote and enforce to higher level both in terms to transparency through increased accountability principles and of resources and visibility. impact information on their websites. mechanisms. New partners and collaborators become supporters of and advocates for NGO transparency. InterAction becomes a resource for improved practice on accountability for private development actors (long term). InterAction members demonstrate improved understanding of an adherence to new norms around accountability (long term).

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2011-2014 Goal: InterAction will champion a bold agenda for decreasing poverty, upholding human rights, safeguarding a sustainable planet, and ensuring human dignity for poor and vulnerable populations.

Strategy 2 Raising the collective role, profile and power of NGOs, by demonstrating and enhancing InterAction member contributions, expertise, impact, accountability, and transparency.
Objectives 2.3 Collective Voice Initiatives With Board, identify areas for strategic development of membership so as to bring on key sectors and organizations. Outcomes Composition of InterAction membership better aligns with mission and enhances our capacity to pursue goals.

Build our members voice and influence through efforts that advance coordinated information sharing, collective capacity and Work closely with member messaging. organizations to craft common InterAction is better positioned to messaging. respond coherently to opportunities to advocate for more effective U.S. Raise InterActions profile development and humanitarian both with media and via new assistance and other issues of interest partnerships with to our community. foundations, think-tanks and media organizations. Develop website, social media, and Monday Developments to better inform and mobilize members and external audiences.

Strategy 3 Advancing inclusive approaches to development and country ownership by fostering partnerships between InterAction members and key stakeholders, including governments, U.N. agencies, global and local civil society, the private sector and other actors.
Objectives Initiatives Outcomes State Dept. and USAID are provided sound and relevant analysis and take action on models, methods and benefits of civil society engagement as a key element of country ownership and development effectiveness. NGO vision and role in country ownership practices focused on local capacity building is reflected in USG initiatives.

3.1 Country Ownership and Aid Set up and run a CEO task Effectiveness force on aid reform and effectiveness that develops Advocate for a strengthened and recommendations for reinvigorated US NGO and USAID improving partnership within partnership. a Paris/Busan framework. Provide sound and relevant Deploy InterAction Working analysis so that decision makers Group expertise and take action on aid effectiveness partnerships (e.g. Feed the and country ownership that Future, the Youth Alliance, includes: Public Policy Committee, - whole of society participation in International Forum of development; Platforms) to inform our - partnership with the US NGO positions. community.

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2011-2014 Goal: InterAction will champion a bold agenda for decreasing poverty, upholding human rights, safeguarding a sustainable planet, and ensuring human dignity for poor and vulnerable populations.

Strategy 2 Raising the collective role, profile and power of NGOs, by demonstrating and enhancing InterAction member contributions, expertise, impact, accountability, and transparency.
Objectives 3.2 Local NGO Capacity Promote approaches that strengthen local NGO capacity and support a more prominent role for U.S. NGOs in building the capacity of local partners (including local government, private sector and civil society). Initiatives Increase USAID and State Dept. understanding of how US NGOs can be a partner to build local NGO capacity. Outcomes NGOs and USAID are provided sound and relevant analysis and take action where appropriate that reflects a deeper understanding of effective approaches to building local capacity.

Hold workshop for operational humanitarian agencies on how to Better understanding and modified strengthen local civil society approaches on partnering with local in emergency response. institutions in emergency response by major operational agencies. Advocate with USG to: -limit the impact of Partner Vetting; Partner Vetting is limited in scope and potential negative impact.

3.3 Enabling Environment Promote a policy, legal and regulatory environment that allows NGOs to operate more freely and effectively carry out their work.

-actively support CSO Space. Advocate with USG officials on challenges to CSO space in particular countries and situations. Engage in scan of legal Greater understanding by members environment on NGO space. and allies of threats to NGO space. Explore viability with members and congressional offices of legislation mandating exemptions from counter-terror measures. The Humanitarian Assistance Facilitation Act introduced in Congress, providing a basis for further dialogue with the administration on exemptions from counter-terror measures.

3.4 Private Development Assistance

Compile information on the amount and sources of private development Increase the leverage, coherence assistance InterAction and effectiveness of private members receive. development assistance by advancing collective thinking about the context, actors, and strategic use of PDA.

Donors, NGOs and policymakers are provided sound and relevant analysis and take action where appropriate that reflects a deeper understanding of the role of private development assistance. Increased recognition in word and action by USG of the critical contributions of NGOs.

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2011-2014 Goal: InterAction will champion a bold agenda for decreasing poverty, upholding human rights, safeguarding a sustainable planet, and ensuring human dignity for poor and vulnerable populations.

Strategy 4 Building InterActions internal systems to support full implementation of the strategic goal and strategies.
Objectives 4.1 Data Management Initiatives Outcomes The database is integrated with the email system and the website. The intranet is functioning effectively or an alternative option is in place. An effective conferencing system that integrates document sharing and audio is available to staff.

Finalize development of the InterAction-wide database, Strengthen data management including integration and systems to maximize the ability synchronization of the to effectively share information database, the email system, across the organization. and the website. Explore options for integrating current conferencing systems to integrate document sharing and audio. 4.2 Institutional Memory Begin discussion of senior management succession planning.

Work to systematize the retention of organizational information and staff knowledge Begin development of A plan is in place to guide staff to increase efficiency. organization-wide norms for transitions and provide appropriate retaining knowledge during knowledge transfer (long term). staff turnover. Develop an organizational document retention policy. A document retention policy is developed and implemented.

Senior staff have succession plans (long term).

4.3 Human Resources Establish or update personnel systems.

Continue work towards completion of operations manual. Evaluate and update the existing employee appraisal form and process.

Complete the update of the operations manual. A new employee appraisal form and process are implemented during the 2012 appraisal period.

An HR professional is hired on the Recruit a HR professional for finance and administration team. the finance and administration team.

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2011-2014 Goal: InterAction will champion a bold agenda for decreasing poverty, upholding human rights, safeguarding a sustainable planet, and ensuring human dignity for poor and vulnerable populations.

Strategy 4 Building InterActions internal systems to support full implementation of the strategic goal and strategies.
Objectives Initiatives Outcomes

4.4 Financial Sustainability and Review strengths of InterActions business model is updated Fundraising InterActions business model. if necessary. Align our financial and Assess fundraising with the fundraising processes with our work outlined in the 2011 strategic objectives and continue objectives and develop a work to increase financial fundraising frame that stability. engages senior management. Fundraising is aligned with the work outlined in the 2012 objectives and efforts aligned with the viability of external interest. A fundraising framework that engages senior management is developed.

Collect the budgeted amount Dues collections have reached the of membership dues. budgeted amount of $2,675,000. Diversify the number of foundations funding InterAction and obtain new funding sources. Funding sources are diversified.

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