MINUTES

ACTV Board Meeting

Thursday, September 20, 2007

7:30 pm

 

Call to Order: 7:30 pm, Isaac BenEzra presiding.

 

Board Members Present: Anna Carter, Alan Root, Isaac BenEzra, Paulette Brooks, Jean Haggerty, Josna Rege

 

Board Members Absent: Vladimir Morales

 

Also Present: Eduardo Suarez, Jeff Lee, James MacAllister, Dennis Steiner, Irene Starr, Mary Jane Laus, Bill Venman, Steve Kim (camera), Jill DiPilla (camera)

 

1. Public Comment

Bill Venman submitted a letter to the Clerk on the behalf of the group, Friends of ACTV.

 

2. President’s Report

A.

·        The main business of the past month was the ED Search: scheduling and holding the second interviews for the ED position and organizing the Meet the Candidates Night last Monday, September 17th.

·        On August 29th we sent out an announcement of the Meet the Candidates Night and the October 11th Annual Meeting, as well as a Call for Nominations for one member-elected board position up for election at the meeting.

·        ACTV received a letter from the District Attorney of Hampshire County responding to a letter from a complainant asking them to rule on whether ACTV was subject to the Open Meeting Law. The DA’s office found that as an autonomous non-profit organization providing services by contract to the Town of Amherst, ACTV was not subject to the Open Meeting law. Nevertheless, ACTV continues to be transparent, open and responsive to our members and the general public, and to strives to abide by its contract with the town and its own policies and Bylaws.

·        Board members have received letters of interest and bios from two ACTV members interested in being appointed to serve on the Board. Both members are here today, and will introduce themselves later in the meeting, when we will vote on their appointments.

·        We received a letter of resignation yesterday from member-elected Board member Lacey Johnston. We are sorry to say goodbye to her, and will send her a card thanking her for her service and wishing her all the best. We will shortly be sending out a Call for Nominations for electing her replacement.

·        The Executive Committee asks for Board Ratification of the following vote:

MOTION

To remove Pelham from the ACTV Mission statement until further notice.

The motion passed unanimously.

·        On Friday, September 14th, the Search Committee posted a flyer on the ACTV Announcements list reminding members of the upcoming Meet the Candidates Night on the 17th. On Saturday, September 15th, member Jim MacAllister posted a parody of that letter on the ACTV Members listserve. This was one of several emails posted on the list by Mr. MacAllister over the past few weeks. Three members have subsequently written to ask that their names be removed. We are putting Mr. MacAllister on notice that further abuse of the Members’ Listserve will not be tolerated. This is his first warning.

Mr. Root noted that particularly because some of the emails had had potentially libelous content the Board ought to review the option of a moderated list; at the same time, freedom of speech was central to ACTV’s mission. There was general agreement that moderating the list needed to be considered.

 

B. Mr. BenEzra then turned to Vice-President Paulette Brooks, who responded to two letters of complaint received in the past month.

·        The Executive Committee has received two letters from Dennis Steiner and one letter from Jim MacAllister that need a response. All three of the letters contain subject matter referencing the same incident. The Executive Committee takes the matter at hand seriously. However, as noted on record last month, we cannot comment on former personnel issues. We will address all concerns and have referred the matter out to legal counsel.     

·        Mr. MacAllister’s letter requested that the Board address his concerns in open session.  However, these matters are not required to be discussed in open session. (On August 10, 2007, the District Attorney’s Office determined that Amherst Community Television is not a government entity, and is not subject to the Open Meeting Law. A copy of this letter is available to anyone upon request.) Ms. Brooks noted for the record that Mr. MacAllister had previously declined an invitation to meet with the Board in executive session on February 8, 2007 to discuss several of the matters later raised in his letter.  

·        To facilitate simpler processing of complaints and inquiries in the future, Ms. Brooks recommended that the Board continue to require complaints be signed and in writing where formal processing by the Board or Executive Committee is sought.  She further recommended that notarization not be required..

MOTION

A motion was made and seconded:

that the Board ratify the decision  to require complaints be signed and in writing where formal processing is sought and that notarization not be required.

The motion passed unanimously.

·        Regarding Mr. MacAllister’s concerns about ACTV’s DVD policy, Ms. Brooks noted that former Board Member Urvater’s vote in question must be addressed by Mr. Urvater, and that the Clerk has been in communication with him.  She requested that the Board amend the minutes if a discrepancy in the vote is found. In response to Mr. MacAllister’s suggestion, she asked the Board to consider the DVD policy where the Select Board are concerned. She noted that providing the Select Board with DVDs was intended to keep the Select Board (the cable television license Issuing Authority) informed about the kinds of public affairs programming being produced.

MOTION: 

A motion was made and seconded:

That the Board of Directors authorize the duplication of DVD’s for the Board of Selectmen using the Outreach Budget funding.

The motion passed unanimously.

 

·        On another matter raised in Mr. MacAllister’s letter concerning the ACTV bylaws §7.8,  and in accordance with his suggestion,  Ms. Brooks asked the Board to amend the minutes to regarding the absence of Lacey Johnston and Jean Haggerty from certain Board of Directors’ meetings.  

MOTION: 

A motion was made and seconded:

To amend the minutes to reflect that Lacey Johnston and Jean Haggerty did in fact provide prior notice of and explanation for their absence at certain Board of Director’s meetings.  

The motion passed unanimously.

 

3. Treasurer’s Report

Treasurer Anna Carter presented the July budget report.

MOTION

A motion was made and seconded to:

Accept the Treasurer’s Report, subject to audit.

The motion passed unanimously.

 

4. Approval of August minutes

MOTION

A motion was made and seconded to:

Approve the August Minutes, subject to revision.

The motion passed unanimously.

 

5. Annual Meeting Preparation (including Nominations report)    

a. Nominations Report

Today was the nominations deadline for the annual meeting election. The ad hoc Nominations Committee will be contacting the nominees shortly. Absentee ballots will be available shortly before the election, and those who have been members for at least 30 days will be eligible to vote absentee if they cannot attend the meeting in person.

 

b. “Friends of ACTV” Proposal

Board Clerk Josna Rege reported that on Thursday, September 13th, a letter forwarded from a group of members calling themselves “Friends of ACTV” was posted on the ACTV Announcements list. Since that list is meant to be reserved for official ACTV Announcements only, ACTV members might have got the mistaken impression that the announcement was an official one. Production Manager Sean Kinlin was instructed by the Board to send out a correction notice to that effect. This was the first time that the Board had heard of such a group, or learned that a group was meeting outside of the committee process to propose a complete overhaul of the corporation’s by-laws, and planning to present these revisions to the membership at the Annual Meeting. The Board thanked the group for their work, and will take their proposals under advisement. Other interested members are also welcome to submit their ideas. The Board has been gathering notes for items needing possible consideration as by-law changes, and will convene the By-laws Committee soon after the Annual Meeting, and the ED Search has been concluded. Alan Root, a member of the By-law Committee, stated that all ideas would be taken seriously.

 

6. Introduction and vote on Board appointments    

After each of the two candidates for appointment to the Board had introduced himself, 

MOTION

A motion was made and seconded:

To appoint Jeff Lee to the Board of Directors for a three-year term.

The motion passed unanimously.

 

MOTION

A motion was made and seconded:

To appoint Eduardo Suarez to the Board of Directors for a two-year term.

The motion passed unanimously.

 

7. Annual Report status

Alan Root gave a report on the status of the Annual Report, which is near completion.

 

8. Executive Session

 

The meeting adjourned at 9:00 pm.