Discussion Points

Deborah Bowie, MPA

Executive Director
onePULSE Foundation

Confidential

9/15/2023

This will be a difficult but necessary conversation. First, I want to say that I have prepared my
statement in writing to ensure that I cover all the necessary topics of discussion and in hopes of
providing a framework for the meeting on Monday.

Since my arrival at OPF in late May 2022, I have become aware of many concerning operational,
organizational, and financial concerns that I have shared with the Board, and that have been
discussed in detail. It is not my intention to rehash the details here but for the sake of laying the
foundation for next week’s discussion, I do want to highlight several points in each issue:

1. In November 2022, I learned of several concerning operational issues at OPF that

highlighted managerial failings in the daily operations of the Foundation. Specifically, a
part-time employee registered as such in the organization’s payroll portal despite the
fact that the employee was earning a wage of a full-time employee with PTO, and
employee benefits. This employee was a shared employee with the Foundation and the
Founder’s personal business.

2. Later, I learned of significant personal real estate deals involving the Founder, a board
member and paid employee. Her failure to report the compensation to the Board of
Trustees would seem to reflect, at a minimum, a violation of Section 9.5 in the Conflict
of Interest Policy (“an interested person must disclose the existence of his or her
financial interest and all material fact to the trustees and members of the committees
with board delegated powers considering the proposed transaction or arrangement”),
and at most, an indisputable lack of transparency.

The failure to disclose large personal gains ($6.5M) as a paid full-time staff member with
dual responsibilities as a voting member of the Board had significant relevance to the
Board’s negotiated terms to purchase the Pulse Night Club property from the Founder
and the reputation of the organization in the community should the real estate
transactions become known.

3. Additionally, I learned of a Small Business Administration grant of $1.3 million dollars

paid to the Founder and her husband in November 2022 for Covid-related economic
harm to their businesses during the pandemic. Again, nothing improper about receiving
the funds but failure to disclose it demonstrated poor judgment by the Founder to alert
the Board of the grant, which many would perceive as a financial windfall.
 Subsequently, the Board learned of an insurance policy paid out in August 2016 that
covered all debt associated with the nightclub – a fact unknown at the time of the
contract negotiations between the BOT and the Founder to purchase the Pulse Nightclub
from the Founder.

4. A few months ago, I learned the Foundation did not have a Temporary Use Permit to
operate the Interim Memorial – an administrative oversight of the Founder to secure a
one-year and final renewal of the permit on May 5, 2022, more than a year ago and
several weeks before I was hired as the Executive Director. This failure to secure the
permit has resulted in negative press coverage surrounding the Foundation’s only
available option to abandon the memorial and cease operations, and no doubt impacted
fundraising.

5. Currently, the Foundation is embroiled in a legal dispute with a former vendor over the
use of his photographs at the Interim Memorial stemming from a verbal agreement with
the Founder dating back to 2018 w/r/t the Foundation’s legal use of the vendor’s art.
This matter is currently being handled by an attorney at a cost borne by the Foundation.

All of these are in the past, and we’ve discussed them. Appropriate actions have been taken to
address each one; however, last week I learned of yet another operational and financial issue
regarding the Foundation’s use and adherence to donor-directed grants in the Legacy 49
scholarship program. I have a detailed accounting that I will not delve into here, but suffice to say,
there appears to be roughly $235,000 worth of donor-directed funds that were not followed by
the Foundation with respect to how the funds were distributed in the program. This is a problem
that deserves immediate attention and course correction.

Finally, there seems to a be a pattern of non-adherence to industry best practices with respect
to decision-making and the chain-of-command within OPF that must be addressed. The minutes
of a July 2021 Board meeting, in which the Founder was named to the Board and an
announcement was made to onboard a volunteer interim director, do not reflect a Board-
approved decision to pay the volunteer $69,400 for his four-month engagement with the
Foundation. A contract bearing the Chairman’s signature should be reflected in Board minutes
and should have received a Board affirmative vote. If there is a record to support this action, I
will correct this statement. However, the harsh public scrutiny of a paying a “volunteer” interim
director of a non-profit with a mission to memorialize a mass shooting $200/hour (annualized
at $416,000) would be crushing. Not to mention, the Founder retaining her Executive
Director salary after she was removed as ED in April 2021 and being paid that rate during
the interim’s assignment.

These actions would be difficult to explain by themselves much less on the heels of the ERTC
funding story highlighting the conflicts of interest involving the Founder and her role at the
Foundation.

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I do not know what else I may uncover in the coming months at the Foundation; however, I
believe we must accept that mistakes have been made with regard to governance and oversight.
I am sure we’re all in agreement that we must move past them, and never make them again. We
should prepare for the possibility of the Founder’s rebuttal to these concerns that she was not
provided with proper Board supervision with respect to her role as the Executive Director given
that there was no annual review of her performance and her lack of experience as a non-profit
executive in leading the organization.

Next steps
The conversation has now pivoted to the possibility of closing the Foundation; however, it should
be noted that our current bylaws have no provision for such a closure. State law governs the
dissolution of a nonprofit and the appropriate “winding down” of operations and the payment
of all debt. We need to draft an amendment to the Bylaws to include a dissolution clause before
such action is considered and voted on by the BOT.

I do not believe closing the Foundation at this time is an option. Perhaps, with the addition of
language in the Bylaws governing the process, and a sincere attempt to correct the errors
uncovered this year, we may revisit a scenario of a closure in the future but given the enormity
of what we have learned and the moral obligation of the Foundation to address and fix these
problems, closing down now is not recommended. The closing down of the Foundation will
trigger a tsunami of public scrutiny, and potentially end with a call for a forensic audit, to which
each Board member would bear individual responsibilities – i.e., public perception and possibly
legal ramifications – as fiduciary agents for the organization not to mention irreparable harm to
reputation for all decisions made now becoming public.

Furthermore, calls with donors, sponsors, supporters, elected officials, stakeholders, and
prospects over the last several weeks have been met with dismay over the lack of a memorial for
the slain 49 and the survivors of the Pulse attack. Companies with direct feedback in favor of a
memorial include the Orlando Sentinel, Outfront Media, AdventHealth, Seacoast Bank, NASCAR,
Orlando City Soccer, Orlando Mayor Buddy Dyer, families, survivors, et al.

Finally, public value is anchored in legitimacy and that is only earned by doing what you've
committed to. In the public sector, public value begins with the simplest idea that public
managers should pursue public goals that are "valuable, legitimate, and doable." These values
import to OPF in the sense that a memorial to honor and remember the events of June 12, 2016,
remains the priority. Therefore, I would like to offer the following points for consideration in
Monday’s discussion and with the full board, in addition to the issues outlined above, including:

• Giving back the TDT property and stopping plans to move forward on a museum, for which
there does not appear to as strong as public support over a memorial (Reference OPFs
survey from years ago).
• Committing to building a respectful, scaled down permanent national memorial (requires
discussion with City)
• Entering into management agreement to manage the site

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• Selling the Doctor’s parcel
• Correcting the errors w/r/t donor-directed gifts in the Legacy 49 scholarship program and
continuing the program, even if we lower the threshold to $1,000 each outside of restricted
buckets, at least until we raise money to increase amounts
• Restructuring the Foundation to include essential positions only
• Reconfiguring the Board, committees, and advisory board
• Onboard Stakeholders who can help guide the way forward

In closing, this has no doubt been an extremely difficult and sobering year. I also believe we are
at an inflection point in the trajectory of what OPF’s legacy will be to the Greater Orlando
community. I do not believe these issues to be insurmountable; I do believe they are urgent and
deserve robust discussion and consideration of all potential next steps to fulfill the commitment
made to honor the lives lost and those changed at the Pulse nightclub.