MINUTES
ACTV Special Board Meeting
October 3, 2007, 7:30 pm
Call to Order: 7:38 pm, Paulette Brooks Presiding
Board Members present: Paulette Brooks, Anna Carter, Jeff Lee,
Vladimir Morales, Josna Rege, Alan Root, Eduardo Suarez
Board Members absent: Isaac BenEzra, Jean Haggerty
Quorum status: This constitutes a quorum of the
Board.
Also present: Jill Dipilla (camera), Carlton Brose,
Mary Jane Laus, Harry Brooks,. Alice Swift, Irene Starr.
1. President’s Report
Paulette Brooks is
Acting President for this Special Meeting, since Isaac BenEzra is away on
family business. Ms. Brooks announced that ACTV’s new Executive Director, Jim
LesCault, started work on Monday, October 1st. He cannot be here
tonight due to a commitment. However, he will be at the Annual Meeting later
this month.
2. Nominating Committee Report
Clarification
of Membership Status: The
Executive Committee, serving as the ad hoc Nominations Committee, met to review
the membership lists to ensure an accurate voting list for the upcoming member
elections. The Committee could not send out the ballots for the election until
we had a complete and accurate list. Along with Gretchen Saathoff and Jim
LesCault, the Committee printed out the list in a clearer format, and
double-checked it against the receipt books.
a. Regarding
members who join at the end of ACTV’s membership year, in August or September:
as the current rules stand, these memberships expire on September 30th,
requiring people to pay their membership fee again on October 1st.
The ad hoc Nominations Committee proposes the following motion to the Board:
MOTION
A motion was made
and seconded:
to allow members who joined or renewed in
August and September to be considered members for the 2007-2008 membership
year. This new provision will be reviewed/revised for possible inclusion in the
by-laws when the By-laws Committee convenes.
The motion passed, 5-1.
b. The Nominating
Committee is about to mail ballots to the list of members eligible to vote at
the 2007 Annual Meeting. The Committee will further send out an email
announcement that any members who did not receive a ballot but believe that
they are eligible to vote, should come and check their status with our Office
Manager. Vladimir Morales expressed discomfort with the Board’s handling of
voting eligibility, feeling that anyone in attendance at the Annual Meeting
should be eligible to vote, whether or not they were current members.
Regular and
Special Replacement Elections: The
ad hoc Nominating Committee sent out a mailing on August 28th to
announce an October 11th date for the Annual Meeting and to call for
nominations for a member-elected board seat, with the election to be held at
the Annual Meeting. By the nominations deadline, 7 nominations had been
received, of which one has since been withdrawn, and another is ineligible
because she is a current board member whose term has not expired. The 5
remaining nominees are: Alan Root, Bruce Arbour, Carlton Brose, Jim
MacAllister, and Bill Venman. We are awaiting confirmation from these nominees
so that we can finalize the names on the ballots for mailing tomorrow.
a. Following Lacey
Johnston’s recent resignation less than one year into her term, it has become
necessary to hold a Special Replacement election. It was decided to hold both
the elections at the Annual Meeting, rather than calling a second election for
the replacement seat. Unfortunately, the October 11th date set for
the Annual Meeting did not allow us the necessary time to check the membership
lists, schedule the second election, and give the required advance notice to
the membership according to our by-laws. Accordingly,
MOTION
A motion was made
and seconded:
to move the date of the ACTV Annual Meeting
to Tuesday, October 23rd, 2007.
The motion passed unanimously.
b. According to
our by-laws, if there is no functioning Nominating Committee, the Executive
Committee must function as the ad hoc Nominating Committee. However, with two
new members on the Board, we wish to correct this situation.
MOTION
A motion was made
and seconded:
to appoint an official Nominating Committee
to supplement the Executive Committee’s ad hoc Nominating Committee.
The motion passed unanimously.
Board member Jeff
Lee and member Mary Jane Laus volunteered to join the Nominating Committee.
c. In other Annual
Meeting-related business, the Executive Committee and the Nominating Committee
asked the Board to consider releasing funds to pay for Attorney Bill August to
attend our Annual Meeting. After some discussion:
MOTION:
a motion was
proposed and seconded
to table the decision on approving funding
for the attorney until the end of the meeting.
The board voted 5-1 to table.
At the end of the
meeting, the board voted on an amended motion:
MOTION
a motion was made
and seconded
to approve funds for Attorney August to
consult on by-law and procedural matters related to the Annual Meeting.
The motion passed unanimously.
d. The ad hoc
Nominations Committee raised the issue of term limits for Board members in the
by-laws, and asked if any nominees for the Regular Election had already served
two terms on the Board. According to the By-laws (5.7), Members may succeed
themselves once. Although the wording was ambiguous, it was decided after some
discussion that the by-laws referred to two consecutive terms, with the
possibility of a Member serving again after a pause.
MOTION:
A motion was made
and seconded:
to allow former board members to run in the
2007 Board Elections, as long as they have not served overlapping terms. The
issue will be reviewed and decided by the By-laws Committee when it convenes.
The motion passed unanimously.
3. Moderation and Guidelines for ACTV
Members' Listserve
At the last Board
Meeting a board member raised the issue of ACTV developing guidelines for civil
use of the member listserve and going to a moderated list, keeping in mind at
the same time our commitment to free speech. The Executive Committee has
discussed this issue and at this time we are not presenting a set of ACTV
guidelines for a board vote. However, it would like to pose the following
motion to the board:
MOTION
A motion was made
and seconded that:
the board continue to research possible
guidelines for ACTV’s Members’ Listserve and the possibility of moving to a
moderated list.
The motion passed 5-0, with 1
abstention.
4. New Business
Request
from “Friends of ACTV”: At
the September 20th meeting, Bill Venman, as a representative of the
seven-member group, “Friends of ACTV” (made up of Bruce Arbour, Carlton Brose,
Mary Jane Laus, Irene Starr, Alice Swift, Bill Venman, and Walter Wolnik)
presented the board with a set of proposed by-law revisions—extensive revisions
with wide-ranging implications for the corporation. Accompanying the revised
by-laws was a request that at the Annual Meeting, the Board suspend Article 12
of the corporation’s by-laws (on Amending the Bylaws) to allow the “Friends of
ACTV” to present their proposed revisions and call for a vote of the membership
on them.
MOTION
A motion was
made and seconded that: the Board vote
to suspend Article 12 of ACTV Bylaws, “Amendment”, to allow the “Friends of
ACTV” to present and call a vote of the membership on their proposed by-law
revisions at the 2007 Annual Meeting.
After extensive
discussion, it was decided that the Board could not suspend the By-laws in
order to change them, when there was a clear process for changing the By-laws
laid out in Article 12.
The board voted unanimously
against the motion.
Recommendations and requests from New ED:
ED Jim LesCault has requested that the Board approve funds for him to purchase a laptop computer to allow him to make presentations when he goes out to speak.
MOTION
A motion was made and seconded:
that the Board
authorize the Executive Committee to approve funds to purchase a laptop for the
ED from the capital funds.
The motion passed
unanimously.
The ED
also requested a Board decision on changing the locks at the station. This
issue was tabled for future discussion.
The meeting adjourned
at 10:05 pm.