ECAT Channel 5 Board Meeting 21 March 07

ECAT Channel 5 Board Meeting

March 21, 2007 Minutes

Present: Jennifer Delozier, Nancy DiRocco, Robert Schwobe, Rebecca Rideout

Greg Franceschi, Brian Oelberg


Agenda:

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Nonprofit work: ByLaws and Articles of Incorporation
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Southampton
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Legislation
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Other


Nancy suggested that an ad run on Gazette Summit page/calendar to announce change in Polka Time broadcast...that got sent on 3/22. PSA also airs after Polka Time Tu-Th, and I'll put something on the community calendar shortly. Polka Time will now air from Fri/Sat/Sun/Monday in a one-hour slot from 1-2pm, beginning March 31. The traditional Polka Time time, Tu-Th at 1pm and 5pm will now air Stas and Joe's Polka Show and Tom & Deb's At the Dance. Let's polka!


Board member and former Production Coordinator Rebecca Rideout gets a credit as Assistant Editor on the new Florentine Films production Through Deaf Eyes http://www.florentinefilms.org/

http://www.florentinefilms.org/thefilms/00film.htm




ByLaws Discussion


The Board has agreed on the nonprofit direction, as providing more autonomy from the city and a buffer protecting freedom of expression on the channel while protecting the city from liability.


We compared by-laws as written by various CTV stations: Northfield/Bernardston, Amherst/Pelham, and Greenfield. Amherst provided the best template, but good language on different points in all three. Discussion will continue at next meeting 4/25 after members of the board receive the draft of the bylaws and articles of incorporation. Board members will also try and meet with Williston Library board to find out more about their nonprofit status. A draft of both documents will eventually go by a lawyer before final draft is approved and we incorporate as a 501(c)3.


Emails from Councilor Rist inform us that Mayor is not opposed to either process but considers city benefits plan a big plus of becoming city employees with state benefits. [My question was whether this was something a nonprofit could afford to duplicate for just two employees, or if there was a large savings to be part of the city plan] Nancy said the city plan requires employees to pay, and cost to employee continues to go up. Library employees possibly participate in this plan even though library is a private nonprofit, this could provide a useful model for ECAT. We should also get numbers on city benefits plan for comparison.


Some language in city charter may affect procedures as well. Nancy suggested we read through that as well. Jennifer, Nancy & Greg will meet next week to work on draft and it will be sent out a week or more before the next meeting for review by board members. Also need for a meeting with Rist and Mayor.


Review and Comparison of ByLaws: Language we are considering adopting. Numbering is different on the various town versions.


Art. 1 Name: Easthampton Community Access Television, aka ECAT Channels 5&19


Art. 2 Place of Business: 200 Park Street, Easthampton, MA 01027


Art. 3 Purpose Mission Statement, Articles of Organization or Incorporation

Greg read the draft that he and Nancy wrote up.


Art. 4 Membership

Membership shall be annual. Discussion of various membership language: should be general to encourage people to get involved. "Membership shall be open to individuals residing or working in Easthampton, or businesses, organizations and institutions located in Easthampton, who subscribe to the purposes of ECAT are eligible for membership.


Art. 5 Board of Directors: proposed 5 minimum, 9 maximum. Members broadly representative of the community.

Bernardston: 5-9

Amherst 12 [even #?]

Greenfield 5-9

Should not be subject to appointment or approval by Mayor or city, as an independent nonprofit. Should be nominated and elected by membership, approval comes from the Board of Directors. Anyone in Easthampton can nominate/run for election. Quorum would be 3 members/simple majority of those present.


Amherst/Pelham has 4 elected by the membership, one appointed by the select board of Amherst, one from Pelham select board, four appointed by the board, and a treasurer appointed by the board. Amherst has a long section of good language here on rules governing the nomination process and elections, how to remove a director, and more.


Bernardston/Northfield has 2 appointed by Northfield Selectmen, 2 by Bernardston, 2 by the Pioneer Valley Regional School Committee, one appointed by the Moderator of the town of Northfield and 1 by Bernardston moderator, and three elected by the general body of the board of directors, all subject to approval by the Board of Directors. Various terms.


Greenfield: 9-15 for 3 year terms. One from Selectmen, one from School Committee, one from GCC and six elected. Need not be members of the corporation prior.


[Seems like having appointed board members is a way to get participation from the city and schools...or should board members come from anywhere in the community at large?]


Art. 6 Officers: President, VP, Secretary/Treasurer. Bob suggested that initial terms should be of different lengths to stagger expiration dates for board members, ie some for 1yr and some for 2yr terms. Elected by the Board of Directors, from the Board of Directors. Language on duties of each office, how to fill vacancies.


Art. 7 Meetings Annual meeting of the corporation. Monthly board meetings. For annual meeting, mail/email notices must be sent to membership, advertised/announced and annual report made available. Roberts Rules of Order as a protocol to govern arguments over procedures. Agenda and minutes need to be posted.


Art. 8 Committees To be formed as needed/ more discussion later.


Art. 9 Liability


Art. 10 Fiscal Year July 1 to June 30.


Art. 11 Adoption OK.


Art. 12 Amendments Changes can be made with a quorum of the board.


Art. 13 Dissolution




Southampton


Bob will be meeting with people in Southampton to discuss options for them to become part of the nonprofit. Unclear if there is a desire on their part to join us, but the town is two small to afford a budget that would provide for employees and studio, equipment, etc. Would add to subscriber base and funding for ECAT: we will see if there will be an ESCAT.




Legislation: Rebecca provided the board with a wealth of information on the state telecom bill and station membership in Mass Access as a means to organize and fight....postponed until next meeting to allow time for board to digest materials.


Mass Access – Legislation for Dummies Conference, April 13 in Newton, MA Cost is $45 for nonmembers, $35 for members, membership is $50. Board voted to send dummies.



Other Brian's letter from February raised a number of issues, including full-time status for employees and a written employment contract. Postponed for discussion until nonprofit status is achieved. Also submitted to the board an equipment purchase proposal for two new computer workstations, one iMac and one PC. This will need to accompany the Princeton Server purchase anyways, so postponed for now.




Next ECAT Board meeting: Wednesday, April 25 – 6-8pm at ECAT.



Minutes written by Brian Oelberg