 I'd like to welcome everyone to the Community Television Board of Director of Organizational Meeting. This is November 15th, 2012. I ask all of you to roll call, please. Keith Gutcher. Here. James Fisher. absent. Tess Fitzgerald. Here. Denise Galant. absent. Joe Hall. Here. Jennifer Pittman. Here. Miss Hilda Rand. Here. Doris Dimon. Here. She is here. She is here. I saw her. Didn't, hasn't quite made it into the room yet. And Lou Tuosto. Tuosto, he's coming. Right. And, no. Adam Wait. Here. Oh. She was on it before, so we'll just put her back on. Karen Machado. Okay. Here. I'm going to address the board. All of our communications must be directed to I am not on today's consent or waiver agenda. Yeah. Use Karen's. Use Karen's. Okay. Next up on the issue of, I'd like to acknowledge that Dori Steinman is here. Okay. Next on the agenda is the consent agenda. Is there any discussion on the board about the consent agenda? And I just wanted to say that donations are already coming in and that we have an anonymous donor who is going to match up to $500, the first $500 if received by December 31st. Anyone who knew David and how much he loved and supported community television might want to think about contributing to the scholarship fund. It goes directly, the money, all the money goes directly to classes for members who can't afford classes. So bring those donations in. Great. Thank you. Thank you, Kathy. Is there any other audience discussion of consent agenda? I'll move the consent agenda. Okay. It's moved and seconded. All those in favor? Aye. Aye. Any opposed? Motion passes. Let's move on to the regular agenda. The first item is election of officers. Motion to nominate Matilda for vice chair. Second. I'd like to make a motion to nominate Keith Gudger as chair. I'll second that. And what about? And I believe Joe would be great for treasurer. I just want to, for our obvious purposes, I'll do this, but at some point we do have to rotate the treasurer position so maybe when one of our new members comes on there for many of them they might want to do it, but I'll do it another year. Great. Unless Dory, do you want to switch back? Sure. No, thank you. It's not my thing. Okay. She brought cold water. It's not a property. It's not a property. Okay, well I'll do it another year. Thank you, Jim. Good. And I'll second that. Great. And what about secretary? I'll nominate James as secretary. Can you nominate people that aren't here? James approved being secretary again. Oh, great. Great. So I've probably done this all wrong in that I've had all these motions in seconds. Well, we can do it as a slate. I don't see much. Is there a problem with anyone? Should we vote on them individually? Should we? You could propose just the slate and vote on it at once. Okay. That would make my job easier. Okay. So if there's no, is there any discussion from the audience? Any discussion from the board? It's been seconded. So let's just take a vote for the slate of officers as proposed. All those in favor? Aye. Opposed? Okay. Thank you. Okay. The next item is appointments to committees. I've asked the board to let me know which committees they'd like to be on. If we could do this quickly. That would be great. I have a list here of who has been on committees and who will be on committees. And I would like to recognize briefly that Luhtwaso has just joined us and that as part of the consent agenda, we recognize that the city of Watsonville appointed him to be our board. Welcome and thank you for joining us. Thank you. So for the finance committee, of course, Joe Hall is on the committee. I'm on the committee. We previously had Tess, Karen, and Jennifer on the committee. Is that fine? We keep those three? Great. That's five of us. I believe one more would be a quorum. So I would like to keep it at that if that's not a problem. Yes. And I should, I'm sorry that I didn't email you back about it. I think Karen was on all of those committees because she was the chair. So don't feel obligated to be on every single committee again. I think Karen got that. I figured, yeah. I'm happy to fill in gaps. Lu, would you like to be on the finance committee? Actually, I've served on some finance committees. Wonderful. And I enjoyed it. So I would be delighted to be on the finance committee. You conveniently missed that one. He just did that. So for the governor's committee, I had Adam, Joe, James, and Karen, and Karen, I guess, again, because you were chair. Yeah. So Adam, is that Joe? And James, we'll have to check with James. And I will fill the spot for you. For the personnel committee, again, you were the chair of that committee, as chair. Did you want to remain on the personnel committee? Yeah. Great. And Dory, did you want to remain also? But you can be chair of the committee. Okay. So for the rules committee, I had Tess, Karen, and Denise. Okay. Okay. Okay. Okay. Okay. Okay. Okay. Okay. Okay. So for the committee, I had Tess, Karen, and Denise. Does that fly with you, Tess? Rules. Great. I'd like to step off that one if anybody else would like to take mine. Actually, I would too. Okay. So we have one person on the rules committee. I don't know that it's going to me. Matilda, thank you. Yeah. As vice chair now. Okay. I'll twist some arms afterwards about that one. Okay. The audit committee. Now, of course, Joe is on that. And I was on that. And you were on it, Karen. I was on it. Did you like to stay on that committee? Again, I'll fill in the gap, but if no one else wants to do it, if someone else does, I'd be happy to step aside. Would you be interested in the audit committee? Can you tell me a little about the committee? It meets once to go over the audit, essentially. Maybe it may meet more than once. Twice. Twice a year. Okay. We had a technology task force, Denise and Adam were on that. Okay. Great. By the way, the audit's already done. I'm definitely on them. Did you guys have so much paperwork? None of you are talking into your microphones. They're not. Okay. You're going to have to pull the microphone up closer to you, Joe. Okay. So next was the marketing task force. Jennifer and James, Jennifer, are you willing to stay on? You were leading that committee. Great. I will stay on it. Lou, you had mentioned that you had an interest in being on the marketing task force, but since we signed you up for other committees, do you still have an interest in that? I have a big interest in marketing, yes. Okay. Great. And I will speak to James offline about that one. We had a programming committee, which I don't think it has ever met this year. And that was Denise and Adam. And Dory? I had no idea of the song. Yeah. A program? Did we volunteer you? Yes. According to this book, Dory and Karen were also on those. Okay. Yeah, I'd like to be on that. Okay, great. I don't remember everything on that one. I don't think it meets. I don't think I've ever met. Okay. The fund development committee is one that I had asked Lou if you had an interest in being on. We're signing you up for a lot, so I don't know if you're still interested in being on that committee. But can you give me a little bit more detail about that and make sure that I've got some, not just interest, but some kind of experience or bring something to the table that I can offer. I'm not sure I do. Okay. What I would like this fund development committee to do in the next six months is to put together a relatively, let's just say medium term plan in terms of fund development, which includes fundraising, grant writing, and all the other, any other area that we can develop funds. So I think it's a very important committee to this board and it's important that it meet soon. So I'm encouraging anyone who will be on it to please be on it. I've got some longer term goals for fundraising, but I'm not sure that they would fill the bill for the short term. I'm not sure if that's what you're looking for necessarily. I have something that will come into play probably within a year or so. I have thought it through, but it's, again, for a longer term than what maybe what you're looking for. I say medium term is one to five years. So I'm looking for anything but in less than five years. Okay. Let's do it. Great. Thank you. James was on that. I'll speak to him later. Karen, you were on that. Maybe. Yeah, you're pulling me. Great. And Denise, you were on that. And then the ad hoc committee, the ad hoc committee is more or less in place. I have you on here in mind. That's fine. So that's the appointments to the committees. Is there any discussion from the board? Or from the audience on the committees? Okay. Next we have the calendar to approve, which is in the packet. It's also in the board packet and. Yes. That would be great. Yes. That would be great. So maybe after, after the meeting or people who are interested in that kind of participation. I think we skipped the appeals committee. We did. And I skipped that because our membership has changed. And while it's possible that people might still have appeals. And I'm happy to go ahead. And I have it on my list. So I'm. Right. And I'm not sure we need to look at the, the bylaws and, and decide whether we have an appeals committee in the same way as we have had in the past. Okay. So. Thank you. The fund development committee. Did you assign a chair? Isaac from Watsonville, which is one reason I asked Lou since he's representing Watsonville. He's going to be the chair of the, Isaac is going to be the chair of the fund. No, no, he is no longer on the board. He was the chair of the committee. Sorry. Who is, so are you assigning a chair currently? I haven't assigned a chair. I thought we could meet and. Okay. Choose it then. If that's all right. So we have a board meeting calendar. It's in your main packet and it's also in this packet. Is there any discussion of the board calendar? I have a question for Ali. This November meeting this time does not have a finance committee associated with it. And I noticed that next year's does. Yeah. I think I just put that. I don't, it doesn't have to be on there. Okay. Because it's, yeah, it's usually not on the organizational meeting. Yeah. Okay. I mean, it's supposed to meet four times a year. So we can cross that off. And they do meet four times a year than that. Okay. Thank you. Remember I asked. I was curious. Right. That's why I noticed. Thank you, Joe. So with the striking the finance committee as part of the November 14th meeting, is there any other issues with the calendar for the coming year? Yes, Joe. The only other thing we bring up and we don't do anything and there reasons why, but if there is any chance this year to have one meeting in the south county, I think it would be a good idea. Okay. We'll visit that again. Yeah. So, but I don't want to bring up a whole big discussion of it. I just thought it's something that we talked about and never do. I think having it there is probably almost more important. We can play a tape later. Right. But that's just the thought to throw out on the table to think about when you're planning these meetings out in locations. Okay. And this is not just a request, Lou, since you are the Watsonville rep, if that does show up as an opportunity to meet there. Yes. That would be great. I could probably call Carlos and see if we can make that opportunity happen. I'd like to see as much exposure as we can so that we can get a following of what's going on with the city council and that they just feel a little bit more connected. And I think in general, south county feels a little more disjunct than other parts of the community and all kinds of other arenas. So we can include them. That would probably be a step in the right direction. Great. Thank you. And you would actually contact the city clerk and their fees associated with renting the city. Okay. Just so you know. Okay. Because I do business with them as well. Okay. Thank you. Maybe they'll incentivize to come. Okay. Is there any other questions about the calendar? Can we have a motion to approve it? We have one question. As far as our bullathon and that kind of fundraiser, do we want to put discussion on that just on the January calendar? I mean, is that just too detailed? We... Yeah, I think we can discuss agenda items. I would like to know what agenda is for the next specific items to appear on the next regular agenda. Okay. Anyone want to move that we approve this? I move that we approve the worst meeting calendar of 2018. Second. Okay. It's moved and seconded. No discussion. All those in favor? Aye. Aye. Opposed? Great. Thank you. The next discussion is regarding the bylaws which were included in the packet as reviewed by our attorney Morgan Taylor. Are there any discussion here in the board about the bylaws and the changes that Morgan made? There is one and I have a question about the page. At 10, the board passes three of the bylaws. It says, performance of the board should be made at least one month prior to each November board meeting. And so, I had a question about that. How, if the board is making the appointments, how can the board make appointments one to four months prior to its November organizational board meeting? I, I'm just curious on how that would work. In general, the board appointments will come through the governance committee. Technically, they should be one to four months before this meeting. And then get approved like today at the consent agenda. Okay. Well, that's, I mean, it's important for, for people out there to know how that works. And, and to whom do I give the grammatical or typos? You could, you can send it to me and I'll make sure they get made, changes get made. Hopefully we've had time to review this before tonight. Yeah, I did. Oh, sorry. That's okay. You're in me, right? Adam? When we have time. Is there any discussion from the audience? Yes. Hello, Ron Holman. I forgot to go over this, but on section 5.02, all members must be at least 18 years of age. And in good standing of CTV, I don't understand the good standing. We don't have any way to measure that anymore, correct? So I think, I thought we were eliminating that, but somehow it's still in there. So, thank you. Thank you, Ron. I think to answer that question, it references if somebody is, has been removed or is in suspension on their membership, I think that's really all that's referencing. It's, I think that's why we left it in. But, but Mr. Holman makes a good point. Not about members anymore. So it's, I mean it's, it does specifically talk about members. I, I kind of took it to apply to the payment. It could be suspended for non payment. It could be suspended for misuse of equipment. It could be suspended for utilization of equipment inappropriately. That's what kinds of suspensions we have. We don't have very many of them. Work except we've struck item B in section 5.07, which says you don't have to be a member of the same. So they kind of, I can see really kind of. Great. Did you have something on it? Oh, I just don't know if this is the same section that was made a motion on last meeting where Dory made the motion to have it just be, they had to be 18 period. Wasn't this the same section? So the good standing. It's the same section. Yeah, so the good standing was struck last meeting. Yeah. I believe that's correct. I think we did put a period after it. I don't know how it got back in here. But as you know, when working with these things, they have a life of their own. We can strike that at 18 years of age period. Yeah. And that would, if that's acceptable, then we could. Is it conflicting? Yeah. Thank you. Any other legal qualifications? Police record. Any of those things. Not that I intend to do anything. Believe me. I think the reason, if I'm remembering from the last meeting that we didn't go into detail about that is because we decided that as a board now, since we really had the opportunity to restrict candidates at will, I think that's why we didn't go on about that. Because otherwise that could become a very long section. No, it's just fine. Yeah. I think that's why we did it. Actually, it does give the board the opportunity. I don't think there were needs for any other restriction. It belongs in the realm of policy for selecting board members, I would say. Which this board will set its own policy for selecting board members, correct? Okay. So this is the second reading of these bylaws. And I think that it's appropriate for us to approve them at this point if someone wants to make a motion to that effect or not. We can choose. I make a motion to approve them with the medical changes that you need to make. We have a motion. Do we have a second? Second. And discussing it, I kind of, you know, these things seem very routine, but to get to this point was a phenomenal amount of work. So I kind of want to just thank everybody who worked on the election, the members who trusted the board to do this. So I just, a short comment, but sometimes these things was by and you forget what you did to get there. Thank you, Jim. So we have a motion and a second. All those in favor? Aye. Opposed? Motion carries. Do you want to recognize James? James is here now. Thank you, James. Sorry about that. So next on the agenda is a report from men on the CMAP negotiations. Thank you. We've been doing a lot of work with CMAP. We continue, I continue to meet with Kathy Bisbee on a regular basis. We had our first board of directors ad hoc committee meeting this last week, November 9th. There was a lengthy and productive meeting. We have another one scheduled for December 6th at Watsonville Community Hospital. And I believe that their board is actively engaged. We've already gotten some feedback from their board. I will continue to meet with Kathy Bisbee and her staff and with our staff. We are in the final phases of putting together the MOU I want legal counsel and I'm going to meet with our attorney on Monday to go over the MOU to make sure that it has legal and technical terms that we need to have to make sure it's a binding MOU. In addition to that, I'm working with the attorney on a contract with CMAP as we've talked about before. This will have to come back to the board and we'll probably have to set a special meeting, but I don't want to get engaged yet and I want to have legal counsel on that before I bring it back to the board. So those are things we're doing. We've also been, I've also been meeting with the county staff and I feel like we're going the right direction the right way and I believe that we'll be prepared for January to give them a plan that they'll be satisfied with. Just comment a minute about the legal quorum there. There were seven of us there. We were the whole audience basically. I thought that was good and I think it showed that we were engaged in trying to look at what the solutions are in the future. Care to make any comments then? Do you have any questions or anything in regards to those items? I mean we could probably recap what the board of supervisors meeting was about for people who are watching that don't know. Would you please? I've relived it a number of times since that meeting. Basically we were there. We had originally asked the board to consider a contract with us for the ensuing four years, three plus actually. Meanwhile, the county staff came back recommending that we put it over to a later date and we specifically asked RFP. The board had still some questions about the contract so we relied on the county staff's recommendation and asked that it be put over till January. Gave us more time to really put together a plan with CMAP. The board still had some concerns and expressed those. The vote actually was to continue the matter until January where the caveat that we're going to move forward with an MOU and then would be asking the board to consider at that time a continuing contract with CTV and it's our hope to avoid an RFP. RFP is request for a proposal. Somebody asked me that the other day. I don't know. I don't know. I don't know. It's a request for a proposal. Somebody asked me that the other day. It's a vernacular it's often used, but not everybody knows it, but it's a request for a proposal. I think we have a comment from their audience. I'd like to speak to what Joe was mentioning with the level of engagement. I'd like you to look around. There are 11 seated board members and they're all here tonight. This is wonderful. This is a really good level of engagement. You know, this is traditionally the annual meeting of the members who are no longer here, so I'm glad to see the board taking over and I've been impressed with everything that's been happening with Lynn and the negotiations, all of that stuff. I think we're on a really good track, so thank you. Thank you, Ron. So I don't believe there's any action required on this report. There are other board members. And I ask if any board members have any reports they want to make. I think we've covered everything I would report on already. So we're on 13 staff requests and board member requests for special items to appear on the next regular meeting agenda. And I believe Jennifer asked that we put the spring fundraiser on there. We should probably put the fundraiser and we should probably put the retreat also. Yes. Any other requests? Yes, don't worry. I was talking with this gentleman earlier about doing closed what do you call it for the death of closed caption. I'm sorry. And there's some people that are interested in doing this. So could we put that on the next one? Are we talking about for just any programming that we can do? Do we have the capability and if not, what would it entail and that kind of thing. Maybe it's not at the point to bring up the board though. He was interested in pursuing it. I had spoken to him earlier this evening. I have recommended that he put something in place. Writing for the board to take a look at. I certainly would like to bring it to the board, but I'd like to bring it to the board and we have more information. He has apparently more information. So I asked him to put it in a letter to the board for our next meeting so the board could take a look at the suggestions he might have around closed captioning. Okay. Put it on for the next agenda. Because this video that I'm doing, it's going to be a sing-along video and I have the songs on there two versions of it on the DVD that I'm going to make. One just for the kids to just see it through. It's a half an hour and then they could go to the one with the words on there. But I don't know how to do that. You probably know. Would that be something for the technical committee? Right. That's what I was going to suggest. Are you on that? Yeah. Thank you. If I get the information from this individual then I would like the technology task force to review it before it comes to the board if possible. That's fine. I asked him to mail it to me. I'll make sure the technology group gets that. Our committee gets that. Okay. That's why I was late for the meeting. He was talking to me out there. Okay. I'm going to comment appropriately on if I'm in the right spot. I'll just go ahead and say. Great job on the election coverage. That was awesome. It was a lot of fun to tune in and watch all of that. All the staff did a great job. Great panelists. You just didn't have that level of I don't know. The word for localism. But it was really quite fun to watch. And thanks for the shout out. Great. Okay. Are there any other items for the January agenda? We're ready to adjourn to close session. But before I did, we probably won't have crew when we come back. I would like to thank the crew briefly that has helped us. Ryan Mulligan tomorrow. David J. David Goldman. Karen Scott. Dan Wu. And Jocelyn McMahon. Thank you for helping with this. Absolutely. So it's a 605. Officially, I guess we had scheduled a closed session at 6.30. But what do we say? We take a short break. 6.10. They have to turn off our mics. Thank you. You can stay.