ECAT Board Mtg. Minutes 6/12/07
Present: Jennifer, Bob, Nancy, Greg, Brian, Mayor Tautznik

Review of articles of incorporation and bylaws, other input from Mayor.

MT: ECAT will need to provide an equipment inventory including serial #'s and a bill of sale will transfer ownership of ECAT equipment to the nonprofit corporation. Auditors will use a balance sheet to show transfer. Part of agreement could be that ECAT will continue to televise City Council and School Committee meetings in exchange for transfer of equipment ownership.

Continued use of the space at WBMS will be contingent on negotiations with the school dept. re: new nonprofit status and continued use of the facility - school committee is the decision-maker on this, not the Mayor. For immediate future, we need an agreement re: use of existing space, and downsizing the space once we find a new location. Option to keep equipment and control room at WBMS to televise City Council and School Committee meetings, school functions in the auditorium. Benefits to school include access to live/recording of WBMS events, training and access for students. Other option is to move and relocate a small control room & equip. at 50 Payson, to televise City Council and School Committee from there.

Relocating: new location needs to be on iLoop. Mayor suggested renting at Eastworks.

RS: ECAT board will dissolve?
MT: Yes, ECAT board will be dissolved and reformed as nonprofit board of directors. Mayor will file an administrative code defining this for the city. Unclear if either Cable Oversight Committee or Cable Advisory Board will be involved. Administrative code will go to city council to be rejected or accepted, no modifications allowed. Approx. timetable of 6 weeks.

Discussion of possible ECAT name change to reflect broader role: MT suggested ECAM - Community Access Media
Board agreed that media is a good addition, wanted to keep Easthampton in name.

The following changes were OK'd by the board:
Bylaws Art. 3: Add 'All the foregoing...' to compy w/ IRS.
Bylaws Art. 4.4 Add email option for mtg notification.
Bylaws Art. 5.1 Board of Directors change # to 9: 5 existing members, 2 appointees, 2 elected.
Membership can change the number if necessary.
Bylaws Art. 5.2 Appt. by Chairperson of School Committee, not whole committee.
Bylaws Art. 5.5 another sentence needed to stagger additional appointments/elected members...section in city charter on new appointments has appropriate language.
7.3 Meetings may be called by 3 or more board members.
7.4 add email option, same as 4.4
7.5 add option to waive monthly meetings.
8.8 add option for board to vote to create new committees with a majority. [open]
9 Fiscal year v. calendar year: keep Jan. 1 - Dec. 31 which allows us until July 1 to provide audit, propose upcoming budget/bill for full year.
Another option is to use fiscal calendar year, provide audit in Sept. w/ a bill for second half of year.
Audit must be by an outside firm, CPA. Cable contract is based on calendar year, money comes in March.

Add adoption date at end of document.

Articles of Incorporation
MT suggested add to Art. 2: Specify televising School Committee and City Council as part of purpose.

Articles and bylaws need consistent language on dissolution - revert to city.
Articles are ready to submit to state, don't require city council.

MT: ECAT will need to negotiate contract with city to get funding, & projected budget needed. Need for a plan to fund ECAT during transition to nonprofit, part of procurement process. Negotiate a contract with city including plan for period of funding uncertainty (Fall 07) which will require a transfer from city. Contract is with mayor as issuing authority. Mayor can go to city council w/ request for transfer based on a projected budget, to get us to next budget cycle. 3-4 month process. Bill and audit due to city by next June 30, expenses & projected expenses to date of incorporation. Need for a clean break from existing to new system.

Misc:
Healthcare, defined pay & benefits, written contract for employees of nonprofit.
Insurance for studio/equipment/liability.
Worker's Comp.

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