Board Meeting Minutes, November 27, 2007

Minutes: Public Education Enrichment Fund
Regular Board Meeting
Tuesday - Nov. 27, 2007
6:00 p.m.
161 Nevada City Highway Nevada City, CA 95959

1. Meeting called to order by David Kyle at 6:06 p.m.

Members in attendance: David Kyle, Jack Meeks, Judy Nielsen, Elisa Parker, Susan Rogers, and Chuck Scimeca.
Also attending: Gayle Martin, Children’s Festival; Leslie Smith, Science Project Educational Consultant; Lew Sitzer, NCTV Executive Director; Chip Carman, prospective board member; Holly Hermansen; prospective board member and County Superintendent of Schools; and Buck Stoval, member of the public.

Discussion/Action Items
1.a. Additions or corrections to the Agenda: Nielsen added ‘accountant report’ to follow Sitzer’s report. Along with handouts Scimeca added ‘organization of a non-profit corporation’, ‘board member vs. staff job descriptions’, and ‘independent contractor or employee’.

2. Adoption of the Agenda with additions: Moved (Scimeca/Nielsen) to adopt the agenda. Vote was taken. Motion passed.

3. Adoption of the minutes of October 29, 2007: Moved (Scimeca/Nielsen) to adopt the minutes of October 29, 2007. Vote was taken. Motion passed.

4. Public Forum: Invitation to NCTV members and members of the public to address the public with regard to issues not on the agenda. No public comment.

5. Science Grant approval: CALFED CABY Bridge Grant
Board discussed the proposed PEEF project as submitted by Leslie Smith, including bookkeeping/accounting expenditures and insurance coverage. Moved (Nielsen/Scimeca) to adopt the CALFED CABY Bridge Grant project as described by Leslie Smith and recommended by Lew Sitzer. Passed unanimously.
Leslie discussed another grant proposal from Yolo County Office of Education and the California Regional Environmental Education Community (CREEC). Very little PEEF involvement would be necessary, primarily just a financial pass-through. Lew recommends that PEEF accept it as a project. It will be on the agenda as an action item for voting at the December meeting.

6. Articles of Inc and By Laws changes.
Judy asked for proposed PEEF By-Law changes to show any text that was deleted. Susan will do that and send it out electronically by the end of November.

7. Discussion of Board Member criteria and other questions listed.
Lew reviewed a draft of proposed PEEF Board member criteria, listing the skills and qualities that are desirable for additional board members for PEEF. David expanded on the idea of having Board members who would proactively work to advance the PEEF mission. Lew recommended a Dec. 7 workshop at Peace Lutheran church, all day $70, 9 a.m. to 4 p.m. All PEEF members are encouraged to attend.

Lew noted that the PEEF board will be responsible for the hiring, performance evaluations and firing of the executive director of NCTV. At this time, NCSOS is the financial agent between NCTV and the government agencies. The studio equipment that was donated via NCSOS belongs to NCSOS. There was additional discussion about the relationship between PEEF, NCSOS, and NCTV, with general agreement that more discussion is needed to clarify those relationships and mutual goals, roles and expectations. David suggested that a long-term goal of PEEF could be to spin off NCTV into its own non-profit corporation.

Susan asked Holly about the relationship between NCSOS and the National Guard, which owns the building housing the Imaginarium and NCTV. Judy is most familiar with the details. There is a very low risk of the Guard ever wanting the building back. Rent is paid yearly to the Guard; Holly will check on the amount.

NCTV Reports
8. Lew Sitzer's report:
• Telethon results: final total is almost $90,000.
• Lew and Bill attended meetings with the County and Suddenlink. Lew reported on equipment changes coming up.
• New classes are coming up for producers.
• Elisa Parker is considering training for the position of Executive Director. She will make a decision in February, 2008. David discussed the issue of how the board will choose the person who fills this position, whether to open up the process to outside applicants, and how to otherwise provide back-up to Lew to get needed jobs done.
• Lew reviewed steps he’d used to deal with a program that had sub-standard audio for more than 100 programs. The problem is now resolved.

9. Judy Nielsen’s report:
Joe Greenstreet, a local accountant, is helping Judy with financial reporting. He recommends we be aware that the IRS might find underwriting to be taxable income at some future date. Board members agreed to learn more about this issue.

David asked Judy to come up with a recommendation on how to divide accountant expenses among the various PEEF project budgets.

David solicited input from Holly and Chip about how they feel about the PEEF Board and its direction. Holly said she feels very positive and is interested in being part of PEEF. Chip likes the larger PEEF vision compared to the activities of NCTV alone.
10. Scimeca submitted three documents for consideration by the board when considering reorganization, job duties, and changes to the by-laws. These documents were:
• Organization of a non-profit corporation
• Board Member vs. Staff job descriptions
• Independent contractor or Employee.

11. Next meeting to be Dec 20, 2007, 6pm at NCTV classroom

12. Meeting adjourned at 8:30 p.m.