 You can't get it loud enough, I'm sure. They tested the more. Would you like this one? No, I can't. There's part of the microphones. Testing, testing, testing. Oh, it looks like we're live. No, we do. Two different people tested that. Okay. Okay. Are we live? All right. I'd like to welcome you to the Community Television Board of Directors regular meeting for September 27th, 2012. I'd like to start with a roll call. James Fisher. Here. Tess Fitzgerald. Absent. Denise Galant. Absent. Keith Gutcher. Here. Joe Hall. Here. Karen Machado. Present. Jennifer Pittman. Here. Matilda Rand. Absent. Doree Steinman. Here. Adam Wade. Absent. I'd like to ask for any oral communications from the public. And I would like to remind the public that oral communications or fry items not appearing on the agenda. Hello, Ron Holman here. Long time member of the public volunteer and in full disclosure staff member as well. As many of you know, I have been watching Community Television for a very long time, over 18 years now. And I just want to comment that I think that we're changing direction again. I'm having a few issues with letting go of some of my idealism vis-a-vis public membership participation. At the same time, I recognize we need to change in order to survive. So anyway, I'm optimistic. I think we've got a really good board right now. And that really makes a big difference in how this organization functions because I've watched a lot of dysfunction at the board level as well. And I'm happy with what we're doing now. So I just want to thank all the volunteers on the board as well. And sorry, some of you weren't able to make it to the picnic because that's where we really wanted to say thank you. So I'm saying it again now. Thank you. Thank you, Ron. Are there any other members of the public that would like to speak? Okay. I'd like to address the agenda. First up, we have the consent agenda. Are there any requests to pull anything from the consent agenda? No request. I had a question about the regular agenda versus reports and correspondence. We have item eight, which is the review of regionalization. And I'm wondering whether it might make more sense for us to hear Lynn's report item 11 before we have that discussion. Just because he has a lot to say about that. Anybody have a problem with us? I just want to make sure it's okay. No members of the public have an issue with that. Okay. And it was just pointed out to me that we have two item 12s, but I don't think that's a problem. Okay. The finance committee met. Is there any discussion among the board about the consent agenda? Seeing none. Any discussion from the public about the consent agenda? So the auditor was at the finance committee and another really good audit. And that's been the case over all these years. So I want to really give thanks to those who have helped in the administrative of the accounting and all of that stuff because some nonprofits fall down in that area, as you well know. And that's been to me a major success that we have stayed in the black and we have a solid financial footing that will be very important as we move into the future. So I just want to say thanks to all that staff that keeps that running well. Okay. So it's back to the board. Is there a motion about the consent agenda? Would you like a motion to approve the consent agenda as stated? Yes, please. I'd like to make a motion that we approve the consent agenda as stated. I'll second it. Okay. We have a motion and it's been approved. Going to have all eyes, all people voting for. All those opposed? Okay. The motion passes. And then the next item is regular agenda item six, certification of special CTV election. And see James, you and Lynn were the election. That's correct. James, I don't know if you want me to report on this. I'll be glad to. You have before you the election certification numbers. We met on September 7th after receiving the final one just prior to five o'clock. The votes received were 187. Of the 187, the yes votes were 179 with eight no votes. At the time of the certification, there were 286 members. The votes represent the following. Yes votes, 66.79%. No votes, 2.98%. And the members not voting was 30.22% with the yes vote exceeding the required 51%. And we signed the certification. And it's available. I might look at it. So I think we need a motion on this. If there's any discussion from the public. Back to the board. I want to mention that I think the people who were involved missed the members who took the time to vote. Thank them. Keith, all the other board members here who did the calling to kind of remind members. Kathy D'Angelo who ran the election. Two times. It was an interesting experience. I did calling. And got a lot of answering machines. But I did talk to a number of people. And it was interesting. I was, you know, I, you know, I don't have a context to put it in. But I got a lot of positive feedback from people that I, you know, I thought I knew people on the list. And they were never home. But the ones I didn't know were. And I got a fair number of positive feedback from people who have come and have been interns here. I don't want to go on and on. But it was an interesting experience. And three or four of them swore they would vote. And I called them back by mistake. And two of them said they already put it in the envelope. So anyhow, I just thought it was a good effort at communicating and communicating the importance of it and why it's being done. And for all involved, I think a lot of work was done. Yes. I know Matilda isn't here tonight, but she did a lot of work helping to organize and then making lots of phone calls. And I really wanted to thank her for all her efforts. And I also wanted to mention that I don't think it could have passed without the work done prior to this in the previous election. I think the meetings that were held for the previous election and all the work that Marianne and Karen did in working on the previous election shouldn't be forgotten that that was a very good effort. Well, I just, Keith, I just wanted to say I'm so proud of you and Matilda and Kathy and Lynn for spearheading this and really taking charge and really making sure that we reached out to the members and making the phone calls and doing the work and pounding the pavement and doing what needed to be done. I mean, just the fact that this past is just really incredible. And I'm so proud of the work that everybody did on this board and the volunteers and the staff. Thank you for the second round. Thank you for thanking me for the first round. But I really, I can't take credit for the second round. It was really a lot of hard work on everybody's part. And I'm so proud of everyone. And this was just a huge achievement for our organization. I'm really happy that it passed. Okay. So is there any other discussion here, board? I don't think so. Can we have a motion to certify the election? I'd like to make a motion to certify the election. Do we have a second? I'll second that. All those in favor? Aye. Opposed? Motion passes. Okay. The next item, number seven, is the discussion of the governance committee's recommended revisions to the CTV bylaws. This is quite a long document. It's in the board packet. Before we open it to the public, is there any discussion on the board about all the items? You know, I did get a chance to read it over and I think that we are making some really positive changes and some needed changes. And I think that they have been thought out and really discussed in good detail. And I approve of what the changes are personally. I think you guys did a good job. I'd like to point out that I passed out tonight to the members of the public and to everyone who couldn't be here tonight, board member, with her suggestions for how we establish a policy mechanism or protocol to make sure that members do have input into upcoming board appointments. And I hope that the board members get a chance to review that letter as well. Would you read it? I'd like me to read it. Okay. Matilda proposed that community television establish a policy mechanism to give members input into upcoming appointments to the board. She sees two options right now. One would be to send members and notice before a board meeting where appointments will be made state that at the following meeting the board will appoint a specific member of at large members of the board, specific number, excuse me, and that the board is interested in names for possible candidates. If there's a need for new board administrative or technical, state that also. CTB members could suggest appointees from within the CTB membership or from people within Santa Cruz County who they know have specific skills needed on the board. People currently not members of community television will, of course, need to become members after they've been appointed. The other option was to allow CTB members to circulate a petition to advocate for a specific persons for a board . Both options can run concurrent with the understanding that it's ultimately a responsibility of the board to appoint new members to the board. I have comments, but I'll wait until the public comments and then talk about it. I just need to rather make sure there were no comments from the board first and then I'll open it to the public. Anything from the board? Any public comments? Well, this is where I'm going to be in the direction community television is heading in some respects. I've shared with you my disappointment in myself for not paying closer attention to what this election was. It was the election to end all elections and I didn't realize that. I thought we were voting to simplify the manner in which members had to vote on major changes to the bylaws. That was very unwieldy. That was really keeping us down. There was broad agreement that that needed to change. That's what I thought we were voting on and I'm not the only one who thought that. I didn't read the legalese. I didn't take the time and that's my responsibility. I accept that. Within the legalese, it basically eliminated membership. It eliminated seats on the board. I don't think that's a good way to go but what's done is done. The question now is how do you maintain the inclusiveness? How do you maintain the enthusiasm of the membership which is vital to this organization? I understand we need to reach out and be really more inclusive of all the community which our membership, I will say, is not. But this is the big question to the board. My answer would be to codify that there are still seats that are elected by the membership because there still will be a membership. It will be just administrative. But that's the way I would do it and you can do that. That's within your power. The Governance Committee meeting, nobody really agreed with me. I know how to count votes so much but I need to say it because this is how I feel. I think Matilda's compromise is a good one. I just think you need to codify some sort of mechanism that ensures that we uphold our value. We have a whole list of values and one of those is participatory democracy. This getting rid of members on the board who are elected I think is a step away from you. I implore the board to try and find some compromise, some way of codifying it because I trust the board right now to do the right thing and keep the membership involved. But I'm afraid as time goes on that the board may change and boards sometimes can get a little isolated and insulated from the membership. That's my concern and I hope that there's some way you can find to address that. Thank you. One other little housekeeping thing. Section 5.02 qualifications. I really don't think you need that paragraph anymore because being a good standing at CTV doesn't really have any relevance. I also think that the thing about a member of a board who is an employee is no longer really pertains either because there's no way to get elected. You have the control over who gets appointed. If there's an ex-employee who has an ax to grind then you simply say no, we're not going to appoint you. But I would not think that this would be a good thing because you can exclude people such as myself who may be retiring, who may be laid off. I think I'd be a great board member. But according to this, I couldn't for a full year. That doesn't make sense to me. I think you're limiting your choices because you understand now you make the appointments to the board. You no longer need to worry about the reason behind this rule. Thank you. Any other comments from the public? I'd like to bring it back to the board for further discussion. I was at the Governance Committee and we had quite an extensive discussion on what Ron talked about. And I went back and forth for a second. I didn't want to expand the membership. Don't expand the membership. And I kind of came down in agreement with Matilda on number one in terms of an option of informing people because I think we want the broadest outreach for membership. And that seemed to be the best way to do it in my opinion. We can email the members and do it that way. The petition one, my concern there is, I don't have anything to point them, then you've created the problem where you've kind of turned your back. So I think the proactive part of number one seemed to make sense to me and perhaps as part of the motion to adopt the bylaws we do establish that as a policy. But I wanted to get Lynn's comments when we're all done about his thoughts on how to perhaps approach what we talked about at the Governance Committee in terms of some pretty flexible method of doing it. And I accept the fact at this point it probably doesn't make sense to expand the board because we really don't know what organization will be in a year, but I thought that was the more I thought about it, I thought that was a good approach. So those are my particular thoughts on the bylaw changes. I have a question about number Matilda's proposed number two. I'm not sure I understand that allowing CTE members to circulate a petition. I'm not sure I understand why we would be granting or not granting that right, wouldn't that be their right to do whatever they want to do? To circulate a petition anyway? I believe, I don't want to speak from Matilda, but from what she told me that came from an organization she's familiar with had that procedure in place. So she wanted to mention that as one option. It sounds right to me that anyone could, it sounds silly to say it because it seems like they of course should be able to do whatever they, maybe that should be a notice to ourselves to pay attention to the petitions, maybe. It sort of happens under number one anyway. Yeah, I think Jennifer, I agree with you, I don't think I would support putting that specifically as a rule. If they want to do a petition they don't need our permission to do that and I think I agree with Joe as well that I like the ideas as laid out as well. But one of the things I wanted to mention is part of the problem we've had with membership elected seats is that our members simply don't vote in the numbers that we have wanted them to previously. We've wanted them to be more engaged and more active and more involved in our goings on here and what we've found is that there just has not been up until this most recent election, there just hasn't been the level of interest that we have needed and expected and wanted that we took that away and we are trying to build a stronger board, a more multi-talented board that can bring different things to the table and I think it's not that we wanted to exclude anybody, it's just that there just wasn't the level of interest that we had wanted and needed so that was one of the reasons it's not that we were trying to be exclusive but just a thought on that. So there's quite a number of changes listed in the bylaws. As you know the bylaws, now that we have certified the election, have changed and they have a weird sort of numbering scheme, it goes one through four and then it jumps to seven and then it jumps to nine. Those changes and the proposed ones you have in your packet, the renumbering was made not as strike through that was done before this packet was done as a strike through. Lynn, could I ask you to address us about your opinion about the bylaws? Okay, well the bylaws that you have now are the ones the Governors Committee has brought forward. They have not been vetted by our attorney but we did put them on the agenda. It is our first reading. It's open to amendment if the board chooses to make an amendment tonight they can do that. Then we would send that to the committee before our next meeting we would then settle on we would have the legal opinion we would bring it back to the board for the final reading. So it's imperative that there's going to be an amendment. It should be tonight. It doesn't say that you can't have one on the second reading but it should be pretty final by the time you get to your second reading once it's been vetted by the attorney. I think there's a lot of work done on this. I know that the way you have set up appointments does not exclude a member of CTV. I think it almost reaches out to members of CTV to sit on this board and be an active and engaged member but if you want to I think the point was to try and make sure they understand that and that might be something you want to put as an amendment to the first reading and then that will go to the board members. Other than that they looked pretty clear to me there was I think Ron pointed out a couple of areas that we need to change tonight and I think it was on page. On page 47 yeah the member age and in good standing of CTV at the date of the election appointment it's really that that should just be at the time of election and appointment. I don't think you need anything in there around good standing in CTV and then again it's up to the board what they want to do in terms of a employee but I don't know that it's particularly relevant. I've never seen a vital like that before. There was a very specific reason. There is some history behind that and I personally would not support deleting that. I'm saying that this board appoints. These aren't elected. These aren't petitioned and I think board accountability is fine and you can do it either way but I guess part of me goes the board has to be accountable and so you know I don't know that I don't have a bent one way or the other but I want to value what Ron said by saying that that you still will appoint. You're going to appoint members from this point forward. That's how these bylaws read. The other thing I guess I'd point out is that I have no problem with sending out to our members that we have two appointments. We just sent those out. The city of Watsonville just sent out a request for appointment and the city of Capitoli just sent out for appointment. That's how the board would do with that large appointment. They would simply let our channels on our web page and also on there. There are two points you raise there. One in terms of the exclusiveness at this point because the board appoints it's sometimes awkward to appoint somebody that has been a past employee but I think that's up to the board to decide one way or the other so I wouldn't mind dropping that. I know why it was done and it was for problems and those problems won't exist under this type of a system. So I think it kind of solves itself so sometimes having less is better and in terms of how you deal with the allowing members to know I'd rather adopt that as a policy as opposed to not being in the bylaws because it really has nothing to do with governance. It has to do with administration and operation and I think it's a good idea to let people know because I don't think the world is overwhelmed with people who want to be on boards anymore because you end up doing a lot of work so for those two reasons I think I'd prefer just to and from my point of view I'd be comfortable dropping the one year restriction on somebody who is a former employee and we're only talking about six people or something and the second I think a policy and I'd be glad to make a motion when we're all done that as part of this we also adopt a policy that we let the members know there's an appointment available in what skills are and leave it out of the bylaws. I have a question about the codification of this so if we were to put this in the bylaws this number one would that mean that if something came up in a meeting we couldn't make a decision until the next two months because we wouldn't have another board meeting for another two months I mean would it hamper us to codify it in any way because I actually like the idea of having it be a regular bylaws I like it being clear that this is we are connected and announcements are going out and this is our mode of operation no matter what. I'm not sure if there's any downside to making it part of the bylaws. Does anybody see any? Which item are you talking about? Number one, Matilda. Oh, sorry. This is how we're going to I know it just to me it seems a little too detailed and I don't know maybe what we should do and we do it because I think you raise a valid point is we vote on what method we'd like and then we vote on the overall there are a couple of things we might want to vote through on and get people's opinions isn't there a right or wrong it's just how you want to approach it and you know separate it up into a series of motions once we're ready to go. Then I have another question about qualifications is it it's legally legally required that board members be 18? It'd be great to have somebody young in here. We've tried in the past to get someone from the university. Well they would be. If you get into a legal activity and this is something the attorney would have to deal with I think 18. You end up with a problem if there's a Okay, I understand. Yeah, so I'd be in favor of nixing all that except for the 18 years on the qualifications. I know that when I was looking at 502 I specifically left in good standing at CTV just but I did that for a reason because a member who had of course that's the thing it comes back to if the board's appointing it the board will make that decision so you're right that could be struck I just wanted to discuss that and I mean that's part of history too. Right. But I also think it goes back to still being close to staff members and keeping confidentiality within the board. That's the other issue that I have with striking that. It's my personal preference that we leave it in there. Don't we have in here that you can't be an employee? That's the difference. I don't think this changing 5.02 opens it up so that employees can be an employee. It just opens up so that pass employees. I still have an issue with that. I just wanted to clarify. That's why I think we should do a couple of series motions. I feel very strongly about that particular issue. Perhaps somebody should make a motion and then get it seconded and then have it open for further discussion. I'd kind of like to do a series of motions. First, have a motion on Matilda's proposal, whether it should be a policy or the bylaws. Was that the first thing? And then the other question that Karen was talking about would be another motion. And then 5.02's changes would be the same. And then you overall adopt whatever is the complete one. I will do, since I spoke first on it, I'll make a motion that we not include the proposal by Board Member Matilda Ran and the bylaws in terms of soliciting information and announcing appointments to the Board, but adopt it after we adopt the bylaws as a policy for us. And that be done as a procedure matter not as a bylaw. So my motion basically is that number one in Matilda Ran's be adopted as a policy of the Board for administrative use and not part of the bylaws. I second. I have a question. So what does it mean a policy? Well the policy, if you have a policy, your staff should follow the policy. Why don't you describe what you would think it means? If you direct the administrator to notify the membership that you have an appointment open, that's our job to do it. That's administrative, that's a procedure. You're saying that's the policy you're going to have, that's a procedure we would follow. So it would be become part of our handbook and when you have an opening you would notify us and we would get it out to the membership saying there's an appointment available on such and such a date, please contact us if you're interested or fill out the following form. But it would be our job to follow the policy of the Board. But it's administrative, it's not in your bylaws, that's what I believe you're always saying. And so what difference would it be to you, what difference would it be or codified in the bylaws? I think what you're trying to get at is making sure the members are notified there is an appointment and that can be either in the bylaws or it can be a policy and Joe was just saying administratively we can handle that, that's how we would do it. We'd get the notification out through the normal channels that we do to let members know there is an appointment available. And I think the only difference is that we're following the policy versus that it's stated in the bylaws. So it wouldn't get any different treatment? No, no, no, no, it would, no, it would be transparent to the members that they have the opportunity to be appointed to the Board. One of the differences would be which tab it's under in our Board. That's also something that once you direct us to do that we'll find a place to get in the handbook. Okay, that would be my next question. There's currently six policies already in your handbook so we need policy seven. There's also the financial policies which is a separate section. Well there's Board policies. There's Board policies and there's financial policies. So is there we have a motion that's been seconded. We've had Board discussion. Is there any discussion from the public? No. So I'd like to bring it back to the Board and ask for the vote. All those in favor say aye. There's an issue that came up in terms of the qualifications and it's funny, I find this there are pros and cons of having former members on the Board and not on the Board. Excuse me, thank you. And I go back and forth but I think and other groups I've been on once the Board takes kind of the responsibility of appointing other things don't really become and I I would be fine with taking it out at this point keeping it in the Board's thing but on the other hand I understand what the other issues could be so I'm kind of curious what anybody else has to say. Any discussion from other Board members? I just to soon eliminate this. I think there could be somebody who could be very vital to the Board that has been an employee here before and I think we're cutting somebody like that out by doing this and although we've had a problem in the past well we just wouldn't invite that person to join the Board so it's up to us, right? So we don't need to say it in these words. It's funny in a way one of the speakers mentioned that we trust the Board maybe the future boards wouldn't be trustable but I'm willing to join. I don't know, to me it's contentious. And I have, I want to add and Ron pointed out fairly well on this my feelings we have our elections at a certain time of the year anyway I mean it's not like it happens every time we meet and the chances of this year issue coming into play is pretty minimal so I mean for me I'd be happy to take it if it kept us from bringing somebody on the Board that we may truly feel as an asset I have no problem taking it off. What we're talking about is reducing 5.02 to the saying all members of the Board must be at least 18 years of age I just want to make that clear Alright, is there any further discussion? We have a motion that there's no further discussion. Well actually we'll close the discussion and we ask for a motion. Okay, we'll close the discussion. I have a motion. I'll move that we strike no person, maybe a member of the Board who was an employee of the Corporation on any day within the year prior to his or her election or appointment. Well and also and in good standing of CTV at the date of the election or appointment. What? Just period after I didn't mention that That's a bit of history too but on the other hand I don't think it matters one way or the other I think what we were discussing was that 5.02 just stop after it must be 18 years of age period and not include individual members It doesn't move any close. All members of the Board must be at least 18 years of age period. Right So Dory has made a motion and there has not been a second. I'll second it. But did you include the first part of the sentence or just the second? No, but you can add to the motion. It comes back to Dory if she wants to modify her motion first. Did you want to add that? I would like to read all members of the Board must be at least 18 years of age period. Stop. I accept that. I accept it as a second. Any discussion on the Board at that? Any discussion from the public? I'll bring it back to the Board. I'd like to ask all those in favor? Aye. Opposed? Okay. Motion carries. I believe we're back to discussing all the rest of the changes in the bylaws at this point. Thank you. I know there's a lot. But I just want to look at most of them. The committee went over most of this and the recommendation had to deal with cleaning, just cleaning it up. This is the first reading. We're going to, hopefully we will approve these, but then we will expect that the attorney will look over them and potentially make suggested changes to make the cleaner. So I believe what we're going to do is we're going to say that we're going to approve the changes, but the contingent on the attorney's feedback so they would not go into effect until the next Board meeting. We'd have a second reading at the next Board meeting with the attorney's input, and then that would be your final reading and agreement. Okay. I'll go ahead and make a motion here. I move that we approve first reading the recommendations of the Governments Committee for the CTV bylaw changes to the two amendments made at this meeting concerning membership outreach for openings and the member qualifications. We have a motion. Do we have a second? I'll second that. Okay. Is there any other discussion on the motion here on the Board? Discussion from the public on the motion. So we're going to close the discussion and ask for all those in favor. Aye. All those opposed? Motion passes. Okay, so that's item 7. At this point I've asked that we remove the report of the Executive Director up before the discussion of regionalization. So if we could, then would you please? Yes, thank you. You have before you my report I would like to add a couple things to this report that I unfortunately neglected and probably because we're right in the middle of it. But we've been working on the elections. We have had a number of local electives come in to do a three minute talk on their candidacy and what they want to bring to the table. We've had a pretty good showing. I think we've only had two that didn't make it. 15 out of 15 out of and what was really good about this, not only on time, in most cases they were 15, 20 minutes early. It gave us time to try to relax. Ron did a really good job of working with the producers. Everybody really worked well with them and people that even came that were nervous really came really well on camera. So I want to talk about that. We're also working with Gail Pellerin's office to have her talk about the new web registration. And she's going to be doing that with us and then we're also talking about having the two poll workers that recently were awarded for their length of stay as poll workers with the county. And then we're asking for two younger ones to talk about why it's important to work in elections and secondly why it's important to vote. And then you have the report before if there's any questions on the report I'll be glad to talk about them. I think we've covered just about everything in the report. The staff has been incredible. Somebody new coming in who's totally naive to production and editing. I've learned a lot but I've learned to rely on them when it comes to that sort of thing. It's a work in progress but you've got a great staff. They're very committed to the community and it shows. So I just want to say that the volunteers are incredible, members are incredible. I'm glad to be here. Again, if you have any questions about the report please. You have the whole section here under the CMAP discussions but I think you're going to cover that in another item. That would be the next item. We have a discussion about it. I just wanted to make sure you had a brief on it before we went through what is available. Okay. Also I did provide for the board Kathy's report giving you the numbers both and that's available to the board. I have a chance to look at that. Okay. Let's move on to the discussion of regionalization. This is going to take a little bit more time I think. I have provided for you a draft of an MOU and I want to be really clear this is a living breathing document. I first got here everybody was talking about a merger and mergers are not easy. They come hard and oftentimes it leaves out elements that were once there and speaking with Kathy Bisbee and just taking a look a careful analysis of this. In the amount of time we have available I don't see a merger happening that quick. I've had some experience with regionalization when I was director at Santa Cruz Department of Child Support Services. We did a memorandum of understanding with San Benito County and it's still functioning doing extremely well. I took that MOU and dusted it off and actually in the first several documents Keith got to look at it it said child support but I really thought it was important to take a look at what the other options were and an MOU with a lead agency makes sense to me and I think it's something that's doable. Kathy and I both started talking about February is a month for us to really start to ratchet this down. This board should be making a decision very early on in May in relationship to our budget to really put this into effect for our next budget year. It speaks to the DIFCA issue because it'll have scales of economy but it also it'll be much better defined by then. I think an MOU makes sense three years from now you may look at it and go you know it's time to merge but it'll be time to merge. It'll feel more like a merger because it'll either have worked or it won't have worked but my collaboration is so vitally important. I think in this day and age mergers and of understanding are happening pretty frequently. There's scales of economy people want to have a greater exposure and you get that to regionalization. It'll also be at least my impression is it'll be one of the first in the state if not the country to talk about regionalization and keep in mind that Monterey has been considered in this. I don't know where CMAP is with them. So the document you see I don't want you to look at it and go wow there's things missing. Yes there's things missing and it'll be a continue working document we would want to implement the ad hoc committee that Keith was chairing prior to my getting here to keep an eye on this to keep watching it to make sure as I'm working with it I see it for what it is for me but I may miss some piece that you all would want or CMAP may want. I'm going to start with Kathy Bisby a number of times. We've had a number of conversations. I did meet with her board feeling a little reluctant to do it in that we hadn't even met with our own board about this but also in the spirit of we said we'd work in good faith and that was a direction from this board that the director work in good faith with CMAP and I felt that it was time to go visit their board. We had not had that opportunity to meet with them. It was for the same discussion purposes and not for distribution but I think it gives us an opportunity to look at two things it's as accomplishes I think is one that you get to where you want to go with the board of supervisors in terms of regionalization not a merger and secondly I do think it has scales of economy I think it really it can work to be collaborative it's a word that people use a lot but it takes work to be collaborative I intend to try to make sure that before I leave here if this is the direction the board wants to continue going that we've established it as a collaboration I think staff worry about it I think our members will worry about it I think there are ways to decrease those worries but it is work but if this is work can you imagine a merger the the MOU is I think a good working document and I would ask that the board consider changing the way we're looking at this from a merger to a memorandum of understanding between CMAP and CTV as a partnership and again there's a lot of detail I mean people ask the question is it going to be CMAP or is it going to be CTV it can be CMAP for the purposes of regionalization but you'll still have your own identity here and they would have CMAP where they are but when you do grants and stuff you'll want to do those as a partnership it's three kinds of stationery one says CTV, one says CMAP and one says CMAP CTV that's how that works it's not that simple but that's how in reality that's how it will work we're doing responsibility for CTV and I think that's vitally important to have that feel in the community and that available conduit and so it doesn't make a huge board now it still keeps two individual boards and there'll be times that I would ask and particularly as we get closer to this that our board spends some time with their board because it's important for the two boards to have a sense of each other and have a trust and build a relationship so I'll be glad to answer any questions you have if you want me to get detailed about this I'm going to tell you I'm not there yet I intend to be before this is done unless you want to go first Karen because you know I thought I thought what was important about the merger it started a discussion and it started a way to look at things because we know things are going to change and as I thought about this after you introduced the idea I didn't even think about all the technicalities of the merger but I thought about the timing they've already gone through the difficult process we haven't so we would be merging and going through a financial process at the same time and I think it probably is a good idea to take it one step at a time this allows us to go through what we need to go through so at some point in the future if there is a merger you have two equal groups in terms of financial issues it will be totally different from theirs in the next year or two because they've gone through this whole process I think it's good we move forward and look at this concept it's sure legally a lot easier to do and cheaper and I think it lets people get to know each other too and it looks to me just from looking at this draft that we would keep two separate accounting systems they have their financials and we have our financials it looks like we're not doing our money in any way is that what you see as being one of the key you know at some point when you're talking about regional projects you would be talking about shared but you'd be very clear about what those were if it was let's say we're looking for a grant and we know what cost is to buy a grant or CMAP and CTV would share that cost in the past we wouldn't be sharing that cost we would be doing that unless we were doing a collaborative grant but there'd be very specific kinds of things you know we still haven't ratcheted down sharing of equipment and assets but I can tell you the county if you looked at the audit report the county really owns the equipment we have here that's an agreement we made with them that we get to keep it but they get to own it and so there are some things we have to be very clear about those kinds of things those are the kind of detail things that I said in this memorandum of understanding but having said that I would think that we would want to share assets we would want to find ways to get same same equipment and we might at some point have some equipment that we can use both maybe we could use a CTV but it would meet the needs of CMAP or CMAP would buy a piece of equipment that we could use a CTV and that's how collaborations work at some point it gets blurred with money but for the purpose of an MOU you have to be much clearer about it when you merge then that's when it gets more gelled so I guess just to clarify for anybody who might be watching our meeting or anybody who's here what do you see as being the key difference between a memorandum of understanding and a merger with CMAP what do you see as being just the biggest difference between those two I think Joe actually put it in the right perspective for us to get a merger pulled together in a timely manner the Board of Supervisors looking for us to come back to them on October 23 letting them know that we're actually going to do something between now and the next fiscal year I don't see us coming to the Board on October 23 and saying by May or June of this year that we would have a merger and for the very reasons Joe points out we're in two different fiscal I mean two things that are colliding for us one is we have to get the county to agree to give us the contract on October 23 because that's what they're looking at or they go to an RFP and the second one is that we've got this whole difficult thing coming I think the MOU gives us a way to move into that but not so rapidly that we don't take a look at all the gaps that may arise at some later date I really believe in gap analysis and I haven't done it all even in this I can't imagine a merger being able to get it done in May now there are people out there that could actually do it but I think the dust on that trail would not settle very quickly so it sounds like it's just much more complicated to do a merger that's my experience and so I think Joe's really right that this was just a way to find that we could start that relationship in a way that made sense and build on it as we go along it doesn't discount a merger at some later date but I think it would feel better at some later date and make more sense at some later date I think that's a very sensible way to approach it and very given the time frames that we have to work within I think that makes a lot of sense thank you I think it sounds like a great way to just test the waters see what our strengths are see what their strengths are see how we're going to work out the truck and how that's going to work out and I just think it's a great idea I mean the other way sounded fairly with a time crunch to sounded daunting and also just stepping on unknown even though we knew a lot of the players it just this feels like a great way to to get a sense, a better sense did you tell in the pool well I've really appreciated C-Map particularly Kathy she's been very helpful in working with this and responsive to but she shares the same concerns I have about getting detail built in this but and C-Map board we're interested in taking a look at this but they had you know have some resistance to it you want to know what the rest of it is and I think that will be much clearer as we get along did did she or did you have any is there any kind of vision about joint regional projects that are even we can even imagine at this point that are being put well I think there are there's opportunities for grants there's a lot of things changing you know I've said this before I think when we talked about DIFCA on the show but the medical community there's going to be money come pouring in around it prevention and intervention I think that's a perfect segue for regional because Diabetes is the same here as it is in San Benito County and Santa Clara County childhood obesity is an issue we could do regional grants fairly quickly and those make sense to me and if we're looking in terms of how we sustain ourselves over the next years I think working with those kinds of grants are going to be very important and getting on the front end of it not on the tail end of it so that's one there are others that Kathy and I have talked about but this gives a great segue to do those kind of regional projects great when everybody else is I wanted to talk a little bit about the process you talked about the ad hoc committee and just chat about that for a second too does anybody else have anything on that we don't have a motion but I'm happy to have members of the public discuss it first of all I want to thank Lynn because I think this is a good direction and he's all over it I think we're in good hands with shepherding this agreement long the way I've characterized it is we're going to move in together with CMAP before we get married we're going to check each other out see how it works out and maybe we will end up merging but this is a good way to do a collaboration we have already talked about sharing generic election programming that there are definitely advantages to having this regional partnership now having said that there's one thing that kind of and I know I'm reacting I'm a knee jerk I'm being protective of CTV not being the lead agency when I read the thing about the board of directors here has no hiring or firing power over the executive director of the agency input yes but that's something that I think the board needs to look at and see if there's some mechanism where there can be a little bit more something like that not that it can't work when we look back at the history here I think some of you know the reason we're in this building is there were two agencies involved in the creation of community television in the city of Santa Cruz in the county of Santa Cruz basically the city said you can be the lead agency talking to the county as long as CTV is located downtown in one of the empty holes of the earthquake and that's been fine I think the city and the county get along great and there hasn't been any of these issues of oh you know you didn't listen to us or I think they work closely together so maybe not a big issue but that definitely was a little red flag that went off to give up power over the executive director so that's one thing to look at I think it was the regional director not that I think each entity would still maintain their own no no oh okay I read that incorrectly oh okay okay let me respond to that I think it's a good question very good question and it does it does make people a little nervous the MOU we did was San Benito County that was this was the language we used in that and Susan more yellow was my boss and she wasn't willing to give up that to anybody she wanted to work on the MOU so my responsibility was to report to two boards and do two budgets and respond to the boards in very different ways I mean San Benito may have a totally different issue around child support than Santa Cruz County it never was a question in my mind that if the CAO and San Benito was annoyed with something I did or the chair was annoyed that they would not be contacting our chair of our board or the CAO of our county I understood that going into it I want to tell you again that still that model is still working it's saving the state a considerable amount of money but it does take work you you have to have a director that really pays attention to both boards here's what he's board saying I think Kathy understands that she would be the person at this point I but but I left and it still continued and that person left I came back for a short period of time another person came and it's still working it can work but it's equally hard for the executive director coming in as a regional director as it is for the boards to get used to it once once you get into that pattern it becomes it would feel like to you like I'm here today having a discussion with you about CTV that's how it should feel when CMAP takes the leadership and their person comes in and talks to you about CTV that's how I see it so there wouldn't be an ED anymore I'd be there into just one regional director for both that's correct and that's the economies of scale because otherwise you're paying two directors and the idea was to try to do regionalization but at the same time make sure that you're that both CMAP and CTV are made whole and start lowering those costs you know there are all sorts of issues that are going to come up like this this is an important one there will be other ones and I think that's why the ad hoc committee needs to be in an environment there where you can talk through these issues but there is going to be changes and be mergers and that and considering this as a step back from where we were headed I'm not too concerned about that I'm more concerned about the process of how we get from one place to another and I just wanted to remind everybody that the committee is ad hoc for everybody so if anybody wants to come they can participate and we had pretty good participation during that interim period until I took off on our vacation somebody else took off some other place but I think that's the place we can kind of go over these let Lynn talk about what his conversations are and kind of hone down that's kind of the wrong word it's kind of a buzz word you're hearing but I just think we kind of have to take this into consideration that we're going through and I'm not too worried about that at this point because generally if people don't get along it falls apart anyhow I think there's kind of a built in governor there that you may not think about right now Is there any other discussion here? Do we need we before voted back in June to pursue this a good faith do we need to make any vote on anything on CMAAP and good faith as you directed I do want to say that we are going to the Board of Supervisors on October 23rd it's my intention to talk to the Board about the change in the way in which we look at this regionalization versus the merger but I think it's just a matter of discussion again this is our working document but I feel the need to make sure that the Board of Supervisors understands that we're going this direction we're operating in good faith with CMAAP and I suspect that Kathy should be there so that the Board sees her there I'd also recommend that as we go to the October 23rd meeting that this Board should be there Keith will certainly be there I will present but it's always helpful to have a Board there to show support and engagement particularly the fact that I'm going to be recommending that the Board of Supervisors continue our contract correct and then I'm going to run no no as I've said before I don't think they want to do an RFP and I know we don't want to go to an RFP and we will be meeting with the Board to discuss that okay any questions I just want to add at the beginning of this conversation and I support what Joe just mentioned about the merger versus the MOU here and the regionalization of the project I too felt that it was going to be a little over daunting for us to get through that in a short amount of time and I just feel really since you've come on staff here that this is a great direction and I'm really happy with what I'm seeing here and I'm excited and I think that the supervisor meeting is going to be positive because of that so I just want to say thanks for that work thank you and let us know when the meeting is I put it on my calendar but I think it's like around 10 or 11 or something like that well the Board of Supervisors they start at 9.15 then you know I suspect I'll send out I'll make sure you get a note of where we are on the agenda and I can try and give you a fairly fixed time excellent thank you alright I don't expect it to be on the consent agenda okay so we'd like to move on to number nine then this very brief Lynn do you want to discuss we had a finance committee meeting because there was an issue over purchasing of equipment that was beyond the authority of the executive director in terms of the financing for it so the executive finance committee had our minutes here so our auditor will be happy to be watching us this evening and an approval was given but you want to just give another 30 seconds on that well you know we did have some money for fixed assets and we purchased HD cameras and if you ask me to tell you the technical stuff of that I wouldn't be able to do it and maybe somebody else could but it's really an important asset for us because our equipment is aging and so this was an imperative for us to do this now we're having people come and get equipment that we know is not functioning correctly this will help us to add to our if you will our fleet of cameras available but a step up from what we had before Craig did a really good job of working with these people getting this as low as we could get it and even went back later and got them to put some more into the warranty so I think we did a really good job of having it ready for the board it was beyond the amount that the director is authorized to do and so I asked for the finance committee meeting so that we would have a record of this asset purchase and that there was a vote to do that now I'll answer any questions as long as they're not technical after technical I'll call on Ron or Craig to answer them for you but that's all I have to say so we have some new equipment we got some new equipment it's here it's here and Craig's been working on it since it got here we're really excited all right then we move on to 10 the oral report from board chair and other board members I would like to take this time to thank the staff for the wonderful volunteer appreciation barbecue that we had this last weekend it was really really nice and it's great to have all the volunteers out and see them appreciated those a lot of board members were there that was great and anyone else wanted to say anything about that or anything else that's oral communication yeah I wanted to say it's probably pretty obvious by now that I've stepped down as board chair and I'm remaining on the board but Keith has kindly stepped in and I appreciate it I have stepped down for personal reasons which a few of you are aware of I have kind of been pulled in a different direction but I did just want to thank Lynn and Keith for their really hard work that they've been doing spearheading all the changes that have been going on you guys are just doing a fabulous job and I'm so proud of really not just you too but what everybody's been doing here and I think we're really heading in a positive direction and I just wanted to say thank you for filling my shoes you're doing a great job I think I speak for the board when I say thank you for all the time you spent absolutely absolutely and I wanted to say thank you to Kathy too she kept us fed with the meat coming off the barbecue great work on that and also I wanted to say thanks to everyone who showed up at the county fair a few weeks ago I thought we had a good presence there our vehicle looked great and everyone that stopped by was impressed with the equipment for what it was and I just wanted to say thanks for everyone who showed up that period of time we already did the report of the executive director and that takes us to any requests for special items to appear on the next regular meeting at Jim in November that's our election meeting right? that is election of officers Ron I have a question that I'm not sure the changes in bylaws exactly addresses what is the status of members elected by the public who are currently on the board I would imagine they serve out their term and then there's an appointment but do you need to codify that or I think that's one of the things we can send to the attorney to make sure we do that correctly so that will be coming back at the next meeting that's good to bring that up because that's not specifically in there to ask him we'll ask the question it was my understanding that they would serve out the remainder of the term so I'm sorry Keith you had mentioned the date of our next meeting and that's going to be our election meeting that's an officer election November 15 correct that's what it says here two seats expiring two seats expired oh yours as well no three then two public seats are expiring and then capital yes I've done my eight years thank you so do we need to at the next meeting have some idea who we're going to be bringing on board yes so it's up to us as a board to find those members okay now will we be meeting to deal with that prior to our next meeting well there's an outstanding question of whether the board needs to meet before the October 23 presentation you know in some bylaws and I don't know why I didn't think of this earlier often times you have a bylaw that talks about your nominating committee and you probably should have a nominating committee who meets prior to the board meeting reviews the appointment applications brings forward to the board their recommendation and it's only a recommendation for appointees and that you know I'll have to take a look at these bylaws again we can amend them but you should probably have that kind of committee because it makes sense because that committee then would meet prior to your board the bylaws currently state that the governance committee has that okay so then I'd stand correct I believe they also state that you're supposed to have the nomination a month ahead of the November that's what I'm saying we're getting close on time on that October 15 so we'll have to call a governance committee there's a couple committees that need to be called for a number of reasons this new policy then would then go into effect then where we would make sure that there's a notice that goes out to the membership that there are new positions available I believe we voted of that policy tonight yeah the policy is immediately in effect the bylaws aren't that was another thing I thought about but didn't want to think about I'd like to request that we have an evening meeting so I could be available to be there governance committee that would be great if we could do an evening or weekend what when are we at 6 o'clock 5 30 5 30 yeah okay good where I left that was do we need to outside of this meeting we can call a special board meeting but I just wanted to get different land I'm not sure you need to call a special board meeting we've had the first reading I think time to give the attorney to look at the bylaws and then you'll have your governance committee to talk about the nominations we will get do we have a we have two vacancies that are will be available for appointment correct is that what you said we were seeking appointments and we get out to the public in general that's how capitol it does it that's how Watsonville does it they get out to the general public so we'll get that out in some fashion probably in the paper under appointments available I saw that in coastlines the capitol one was mentioned this last week that's correct yeah can we start that process immediately can we ask Ali or Kathy or somebody to I can work on it start posting something now we'll make sure something's out by Monday Wednesday, Thursday not Monday at 7am Monday shortly after I think the sooner we start on that the better I guess I do want to remind the board that I will be away from the office from the third through the 14th I'm going to be in Washington DC I will be available to staff both on my cell phone Kathy will be covering in my absence so I just want to make sure we know what's happening D'Angelo new Kathy thanks for the clarification Kathy D'Angelo any other issues we have to discuss before we adjourn I'm afraid I'm missing one person but I would like to thank the volunteers that helped out tonight I know that John Maurer and David Jay Karen Scott George Haas and Suzanne Dyer I think I might have missed one person I'm sorry if I did but thank you all very much thank you thank you I make a motion to adjourn second okay I don't think we need to discuss it thank you thank you thank you