LEGAL02/37386613v1

GLOBAL PAINT FOR CHARITY

_______________________________________

MINUTES OF THE

MEETING OF THE BOARD OF DIRECTORS

_______________________________________

HELD ON March 5, 2018

The meeting (the “Meeting”) of the Board of Directors (the “Board”) of Global Paint for Charity

(“GPC”) was held telephonically and at Alston & Bird LLP (“A&B”) at 1201 West Peachtree Street, Atlanta,

GA 30309 at 11:00 a.m. EST on March 5, 2018. Homer Torres, James Tompkins, Sam Tandon, and Cliff

Stanford attended the Meeting telephonically, with John Gerl serving as Secretary of the Meeting. Mr. Stanford

called the Meeting to order at 11:09 a.m. EST after establishing a quorum of the Board.

Meeting materials: (1) GPC Board meeting and strategy session minutes from January 15, 2018 (the “Strategy

Session Minutes”) attached hereto as Exhibit A; and (2) Mr. Joshua W. Jones CV and resume attached hereto as

Exhibit B.

Approval of Minutes

The Board acknowledged it had received the Strategy Session Minutes and had the opportunity to review the

same. Mr. Stanford moved to approve the Strategy Session Minutes, and Mr. Tompkins seconded. There being

no further discussion, the Strategy Session Minutes were unanimously approved.

Board Candidate Discussion

The Board discussed Mr. Joshua W. Jones as a potential director at GPC. All board members were

provided with Mr. Jones’ biography and CV. His credentials were discussed in light of the gap analysis of board

qualifications. The Board had previously voted to invite Mr. Jones for lunch which was attended by board

members Stanford, Tandon and Tompkins. Mr. Tompkins discussed Mr. Jones’ experience in public relations,

branding, communications, and fundraising. Mr. Tompkins voiced his support for including Mr. Jones in the

External Affairs Committee. Mr. Tandon noted that the Board would need to provide Mr. Jones specific

guidance as to GPC’s priorities and his role on the Board. Mr. Stanford noted that one of GPC’s ripest areas for

growth is communication and messaging, specifically upgrading the GPC website, and that Mr. Jones’ skill set

would prove valuable to that end. Mr. Stanford further voiced his support for inclusion of Mr. Jones to the

Board. The Board discussed the website’s progress generally in light of the new External Affairs Charter and

agreed that Mr. Jones would further both the Board’s and the External Affairs Committee’s goals. Mr.

Tompkins noted that Mr. Jones’ term as a board member would expire in December of 2019.

Mr. Stanford moved to vote to approve Mr. Jones to the GPC Board, and Mr. Tompkins seconded.

There being no further discussion, Mr. Jones was unanimously approved as GPC’s newest Board member.

The Board adjourned the Meeting at 11:20 a.m. EST.

/s/ John Gerl

Mr. John Gerl

Secretary of the Meeting

2 LEGAL02/37386613v1

Exhibit A

LEGAL02/37386613v1

GLOBAL PAINT FOR CHARITY

_______________________________________

MINUTES OF THE

MEETING OF THE BOARD OF DIRECTORS

_______________________________________

HELD ON January 15, 2018

The meeting and strategy session (the “Meeting”) of the Board of Directors (the “Board”) of

Global Paint for Charity (“GPC”) was held at Alston & Bird LLP (“A&B”) at 1201 West Peachtree

Street, Atlanta, GA 30309 at 1:00 p.m. EST on January 15, 2018. Rony Delgarde, Homer Torres,

Vickie Irwin, James Tompkins, Sam Tandon, Ted Williams and Cliff Stanford attended the Meeting in

person. Mr. Stanford called the Meeting to order at 1:00 p.m. EST.

Global Paint Strategy Session

The Board conducted a strategy session which was guided and informed by the Strategy

Planning Presentation attached hereto as Exhibit A.

Mr. Stanford prepared notes during the Meeting which are attached hereto as Exhibit B.

Next Meeting Date

The Board approved April 13, 2018 as the date of the next regularly scheduled Board meeting.

There being no further business, the Board adjourned the Meeting at 5:00 p.m. EST.

/s/ John Gerl

Mr. John Gerl

Secretary of the Meeting

2 LEGAL02/37386613v1

Exhibit A

GLOBAL PAINTS FOR CHARITY Strategy Plan for Non Profit

– By Sam Tandon (Copyright -- not to be used without permission)

AGENDA:

• 1) SWOT analysis

• 2) Strategy to achieve transformation

• 3) Realign GPC mission statement

• 4) Vision statement and goal setting

• 5) B.P & Breakeven analysis

---- Break -----

• 6) Brainstorming and Call for action

S.W.O.T.

Strengths

Existing 501(c)3, for past 7 years

Strong Team

Help people lead a better life

Recycle waste paint / save landfill

Opportunity

Niche market – hazardous waste

Offer new life / business opportunity

Fees and revenue generation

Strong community support

Weakness

Image – Transparency

High Board turnover

Resources constraint / Funding

Procure from others / Warehouse

Threats

No Commitment - donors/paint recyclers

Economy and Govt. policy

Pay for growth (3 yrs, fixed expenses)

Recycle drives, sporadic – inconsistent

MISSION STATEMENT

Needs to be one sentence and strong focus on clear message

All media should reflect one unified brand message

Our Mission (Goodwill)

The mission of Goodwill of North Georgia is to put people to work.

VISION

Global Paints for Charity

Our vision is to give each person in developing countries and right here in the U.S. we serve the opportunity to enjoy the beauty of their shelter through every gallon of recycled paint. Through our efforts, we hope to change lives and transform communities throughout the world.

SMART GOALS

Specific

Measureable

Attainable

Relevant

Timely

BUSINESS PLAN

BUSINESS PLAN - DUAL FOCUS

Donors

• Sources of funds from individual and corporate donors

• Donors are not direct Beneficiary –Convey Value that is non tangible, does not effect them directly.

• Tax benefits (may effect plans)

• Foundation and Trust – according to their agenda

Paint Donation for Charity

• Generate funds to pay for Transport costs to developing countries (that cannot afford it)

• Charge fees, Recycle and sell paint on small margins

• Programs, fund raising events

• Grants for export

• Local communities recycle drives

Since 1970, more than 200,000 nonprofits have opened in

the U.S., but only 144 of them have reached $50 million in

annual revenue.

Most of the members of this elite group got big by doing

two things. They raised the bulk of their money from a

single type of funder such as corporations or government

– and not, as conventional wisdom would recommend, by

going after diverse sources of funding.

Just as importantly, these nonprofits created professional

organizations that were tailored to the needs of their

primary funding sources. -- Stanford case study

https://www.marketwatch.com/story/charitable-giving-could-drop-by-21-billion-a-year-because-of-the-tax-changes-

2017-12-23?reflink=MW_GoogleNews&google_editors_picks=true

Habitat For Humanity --- (Website)

DONATION VALUATION GUIDE

The following list of typical Re Store items reflects a suggested range value for determining income tax deductibility.

This guide is not all inclusive and may not recognize special circumstances. In all cases, donors should refer to officia

l IRS instructions for Form 8283, Non‐cash Charitable Contributions, available at www.irs.gov.

Paint :

1 Gallon $4.00 ‐ $5.00,

5 Gallon $20 ‐ $25.00

-------------------------------------

Global Paints :

1 Gallon $ 28

TOTAL PAINT, GPC

Paint 2016

• Total Gallons = 34,531

Paint 2017

• Total Gallons = 45,656

BREAKEVEN ANALYSIS

Variable Expenses

Transport of goods

Equipment rental

Marketing, Media

Volunteer costs

Logistics and packaging

Promotions, events to raise funds

= $50 /Yr

-------------------------------------------------------

Fixed Costs

Warehouse Rent – (3000 Sq.Ft) (NNN)

$ 30/40K x 3 Years = $ 100/120 K

Furniture

Machinery and Equipment

Insurance

Truck

= $150 /Yr

------------------------------------------------------

(APROX) TOTAL COSTS

Admin, Costs

Salary

Expenses for office

Travel

= $100 K/Yr

---------------------

= $ 300 K/Yr

3 LEGAL02/37386613v1

Exhibit B

Draft January 15, 2018

Alston & Bird LLP

Global Paint for Charity

Mission:

Changing lives through color, a gallon of recycled paint at a time.

Vision:

A colorful world where every person thrives while promoting a sustainable, healthy,

and beautiful community.

Priorities:

Funding Plan (External Relations Cmte)

Branding/Marketing (External Relations Cmte)

Transparency/Credibility (Audit Cmte)

Operations (warehouse, equipment, people, etc.)

Goals:

By April 30 (or next Board meeting):

Create funding plan (ER)

Create branding/marketing presentation (ER)

Draft Audit charter for Board approval (Audit)

Describe status/establish plan for auditable financials (Audit)

Consider operations plan for potential donated space (Rony)

3 LEGAL02/37386613v1

Exhibit B

J O S H U A W . J O N E S | Biography

Direct Dial: 678.207.6723 | E-Mail Address: JoshuaWJones@gmail.com JOSHUA W. JONES is an award-winning public relations and public affairs practitioner. He has provided strategic counsel to some of the world's leading corporations, political candidates and associations. Having consulted for more than 450 clients, his extensive experience in advocacy, management and communications has translated into victories across the country. From writing presidential speeches to preparing C-suite presentations for shareholders, Jones has experience taking organizations to the next level. During the George W. Bush administration, Jones served as a site lead for the White House Office of Presidential Advance, where he was responsible for planning, organizing and executing presidential events. Specifically, his responsibilities included publicizing presidential visits, ensuring press coverage, coordinating sound and lighting, providing event color and meshing the message and visuals. Jones has appeared on broadcast news networks, including NBC and ABC, and his work has been featured on cable news networks across the country. Jones has appeared in more than 50 print publications, a frequent guest on syndicated talk radio and a guest lecturer. Jones received a dual degree in public relations and political science and an MBA from the University of Georgia. He currently resides in Atlanta where he is pursuing his Accreditation in Public Relations. EXPERIENCE

• Represented a large corporate client being investigated by the State Attorney General's office;

• Provided strategy to a globally recognized online retailer on how to oppose nexus taxation;

• Provided community affairs consultation to the country’s largest retirement living corporation to ensure positive press for a $250 million capital construction project;

• Provided strategic media counsel to candidates for President, federal, state and local offices;

• Worked to pass legislation focused on the areas of health care, transportation, the food and alcohol industry and infrastructure development;

• Executed multiple successful media campaigns leading to voter-approved passage of more than $1.5 billion in capital expenditures—including a $100 million jail and courthouse.

EDUCATION

• University of Georgia, B.A., Political Science (2008) • University of Georgia, A.B.J, Public Relations (2008) • University of Georgia, MBA, (2016)

AFFILIATIONS AND RECOGNITIONS American Association of Political Consultants Cumming-Forsyth County Chamber of Commerce Young Professional Atlanta High Museum of Art Buckhead Business Association Buckhead 50 2014 UGA Bulldog 100 (Rank 65), 2016 (Rank 10)

University of Georgia President’s Club University of Georgia Heritage Society University of Georgia Board of Visitors University of Georgia Young Alumni Board 2017 University of Georgia 40 Under 40

JOSHUAW. JONESPUBL I C R E LAT IONS AND PUB L I C A F FA I R S TheOvation,3040PeachtreeRoad,Suite214,Atlanta,GA30305|(678)207-6723|JoshuaWJones@gmail.com

JoshuaW.Joneshasprovidedstrategiccounseltosomeoftheworld'sleadingcorporations,politicalcandidates,executivesandassociations.Havingconsultedformorethan450clients,hisextensiveexperienceinadvocacy,managementandcommunicationshastranslatedintovictoriesinmorethan40states.E X P E R I E N C E

2004–present P R I N C I P A L | RedClayCommunications,Inc.

• Conceptualized,organizedandexecutedstrategiestoachievea

varietyofcomplicatedpublicaffairsandpublicrelationsobjectives• Advancedpublicrelationsgoalsforclientsbyconductinginterviewswithmajor

mediaoutletsincludingABC,NBCandTheAssociatedPress• Pitchedinnovative,engagingstoryideastolocal,regionalandnationalnewsoutlets• Providedclientswithstrategicmessagingandexecutivecoaching• Designedandprovidedfullfulfillmentofdirectmail,advertising,brandingand

messagingstrategies• Developedandexecutedcrisiscommunicationsplans• Responsibleforrecruitingandretainingclients• TrainedC-suiteexecutivesoncommunicationsandprovidedghostwritingand

speechwritingservicesaswellaspresentationdevelopment• Responsibleforbusinessdevelopment,leadingRed|Claytoberecognizedasoneof

the10fastestgrowingbusinessesownedbyaUGAalumnus

2007–2008 S E N I O R A S S O C I A T E | XChange,LLC

• Providedstrategiccounselanddirectlobbyingactivitiestoachievelegislativeand

procurementgoals• Establishedandmaintainedrelationshipswithkeylegislatorsandmembersofthe

executivebranchinordertoinfluencelegislation• Securedhighprofilemeetingsbetweenclientsandstakeholders,includinglegislative

andexecutivebranchofficials• Developedmessagingforclientsandcoachedthemoneffectivedeliverytechniques

2005–2008 A D V A N C E | ExecutiveOfficeofthePresident,TheWhiteHouse

• Managedtheplanning,coordinationandexecutionofhighlypublicizedPresidential

eventsincollaborationwithPressAdvance,theOfficeofPoliticalAffairs,UnitedStatesSecretServiceandtheWhiteHouseCommunicationsAgency.

• Definedandrecommendedappropriatemessagingandvisualstoachievecommunicationsgoals

• Determinedlogisticalrequirementsformediaanddevisedtechnicalcoverageandstagingrecommendationstoensureappropriatemediacoverage

• ConsultedwiththeWhiteHouseCounsel’sOfficeregardingethicalandlegalquestions

E D U C A T I O N

2008 A . B . , P O L I T I C A L S C I E N C E - TheUniversityofGeorgia

2008 A . B . J . , P U B L I C R E L A T I O N S - TheUniversityofGeorgia

2016 MBA - TheUniversityofGeorgia

S E L E C T E D E X P E R I E N C E

• RepresentedalargecorporateclientbeinginvestigatedbytheStateAttorneyGeneral'soffice• Representedmultipleclientsonprocurementpracticesinvolvinghowtodevelopawinningandresponsivebid

andhowtocontestthebidsthattheylose• Providedstrategytoagloballyrecognizedretaileronhowtocombatproposednexustaxation• Providedcommunityaffairsconsultationtothecountry’slargestretirementlivingcorporationtoensurepositive

pressandzoningfora$250millioncapitalconstructionproject• Workedtopasslegislationfocusedontheareasofhealthcare,transportation,thefoodandalcoholindustry

andinfrastructuredevelopment• Executedmultiplesuccessfulmediacampaignsleadingtovoter-approvedpassageofmorethan$1.5billionin

capitalexpenditures—includinga$100millionjailandcourthouse

A F F I L I A T I O N S

• Member,AmericanAssociationofPoliticalConsultants• Member,Cumming-ForsythCountyChamberofCommerce• Member,BuckheadBusinessAssociation• Member,Buckhead50• UniversityofGeorgiaPresident’sClub• UniversityofGeorgiaHeritageSociety• BoardofVisitors,UniversityofGeorgiaSchoolofPublicandInternationalAffairs• FinanceChair,UniversityofGeorgiaYoungAlumniLeadershipCouncil• Recipient,Bulldog100,UniversityofGeorgia(2014,2016)• Recipient,UniversityofGeorgia,201740Under40• Member,YoungProfessionals,HighMuseumofArt• Member,PublicRelationsSocietyofAmerica• Member,PublicRelationsSocietyofGeorgia