Minutes of the Board of Director's Meeting

Friday, April 27, 2001 at 'Olelo Classroom
1122 Mapunapuna Street
Honolulu, HI 96819

Board Members In Attendance: Linda Colburn, Dee Darby, Rochelle Gregson, Gary Honda, Joseph Lapilio, Lurline McGregor, Janis Reischmann, Marilyn Yoza Staff: Napoleon Arline, Maria Behic, Dawne Deponte, Keali`i Lopez, Rona Shibuya, Alan Sutterfield, Carissa Williams

I. Board Vice Chair Joseph Lapilio called the meeting to order at 3:12 p.m.

II. Public Comment
Jeff Garland: Raised concerns about 'Olelo's Board and administration's democratic process on a number of issues as well as 'Olelo's lack of participation in the AOL Time Warner cable franchise transfer hearings. He also requested that all speakers' testimony at board meetings and all future meetings be included in board minutes.
James Jones: Raised concern about 'Olelo's Board and administration's fiduciary responsibility regarding the Time Warner merger. He also raised concerns about the strategic plan and how the plan is not aligned with 'Olelo's mission statement.

III. Approval of January 26th 2001 Minutes.
Marilyn Yoza requested the President's Report be amended to say "board member Yoza acknowledged that she was part of the negotiations but did not participate in the final negotiations when the D&O was changed. Yoza learned of the final D& O provisions when the order was published." Yoza also requested the President's Report be amended to say "Lurline advised the Board of changes associated with the Wai`anae Satellite site." Yoza requested the Nominating Committee Report be amended to say "the nominating committee will also follow up on a request from Kathryn Matayoshi regarding the board selection process and submission of a slate of officers for approval at the annual board meeting on April 27th."
Jeff Garland requested that his testimony be attached to the minutes but they were not attached. In response, Rochelle Gregson noted that board minutes should reflect the actions of the meeting. Janis Reishmann stated that there will be a process to review the by-laws and at that time the committee will recommend if public comment should be included in the minutes.
The Board approved the minutes of the January 26th 2001 Board of Directors Meeting as amended without the addition of more detailed public comment.

IV. Reports

Nominating Committee: The nominating committee forwarded four names to DCCA as recommendations for new board members. The names include Mike Masuda, Vice President of the Trust Division at First Hawaiian Bank, Ron Rex, Chief Financial Officer at Tristar, Rochelle Gregson and Dee Darby, who are both current board members. DCCA has not yet appointed the new members. Slate of Officers - Joseph Lapilio reported the nominations for officers for the next year: Dee Darby, Chair Joseph Lapilio, Vice Chair Janis Reischmann, Treasurer Linda Colburn, Secretary Rochelle moved to adopt the slate, Gary seconded the motion and the Board unanimously approved the motion.

President's Report: Lurline updated the Board on the Wai`anae Satellite and indicated that contractors are now bidding on the renovation and construction, which should begin this summer. Lurline reported that as a result of reviewing 'Olelo's grievance procedure with legal counsel, staff was advised to create a "work place violence policy," which board members, staff and legal counsel are now drafting. Essentially the policy will state 'Olelo's commitment to a safe environment for employees, clients and visitors. This will be included in the operating procedures once finalized. Lurline informed the Board that two of 'Olelo's tenant's leases end this September and she has started negotiating new leases. Both tenants want to stay. 'Olelo has retained a professional commercial realtor to assist with negotiations.

Strategic Planning Committee: Joseph Lapilio reported that the Strategic Planning Committee recommends board adoption of four strategic initiatives as follows: Diversity of Voices, Diversity of Programming, Informed and Engaged Community and Viewers, and Building Community. Possible steps to achieve these goals are being developed for committee consideration. The committee will also consider recommendations from ASAC and other sectors of the community before formalizing the details from implementation. Joseph moved that the Board adopt the strategic initiatives and goals as a framework of a working document for 'Olelo. The Board unanimously adopted the initiatives and goals of the strategic plan as a working document.

Program Committee: See attachment for full report The Program Committee asked the Board to review the two motions that were passed at the ASAC meeting and take appropriate action. ASAC's first motion was to recommend that the Program Committee direct the President/CEO of 'Olelo whenever there are notices about a D&O which might affect 'Olelo, to duly inform the Board and that 'Olelo staff attend these D&O meetings. The ASAC further recommends that the 'Olelo Board of Directors protest the D&O that reduced the number of 'Olelo channels and dollar amount given to 'Olelo. And finally, the ASAC recommends the Board of Directors request that DCCA provide a written show of cause of action regarding the said D&O. Marilyn Yoza noted that the D&O doesn't come out until after the hearings. Yoza suggested that someone from the Staff and/or Board attend the public hearings or submit testimony. No one can be in on the negotiations and once the D&O is issued it is a formal document and is not likely to be reversed. The Board agreed that when the State gives notice that a transfer or renewal hearing is to be held, the President of 'Olelo should notify the Board of Directors and'Olelo staff should attend these public meetings. Dee Darby requested to have reflected in the minutes that the Board will appoint an assessment committee to address the Executive Director's job description to ensure that the expectation is clearly articulated. Joseph suggested that the Board Chair meet with Kathryn Matayoshi to discuss channel and dollar reduction issues. Rochelle stated that the value in meeting with Kathryn Matayoshi would be in establishing a relationship and taking 'Olelo forward, which would be extremely valuable. Dee mentioned that she would be more than willing to talk to Kathryn Matayoshi and will try to contact her next week. The Board agreed that they would like to establish a relationship first with Kathryn before requesting a written show of cause regarding the recent D&O. The Board agreed on the three responses to the first motion presented by ASAC. The second motion ASAC requested is the tape grant program be reinstated as it existed for morale and retention purposes to a sum not to exceed $15,000.00. Rochelle asked about the effectiveness of the program. Lurline responded by stating that it would be difficult to determine effectiveness because an evaluation procedure was never set up. A flyer announcing the program was printed and distributed at the media center counter until it ran out. It was never reprinted nor was there any other promotion or notification about the tape giveaway. Statistically, the numbers show that 582 tapes were given away to a total of 218 producers. Of this number, 40 producers or 20% of everyone who received a tape, received five or more tapes. These tapes were given out largely to series producers, who turn in regular programs. Additionally, producers who do paid productions were receiving free tapes because criteria were never established regarding eligibility for a free tape. Thirteen new producers received tapes which constitutes 6% of everyone who participated. Since the purpose of the program was to encourage new producers, it appears that this purpose was not served. The Board agreed that the motion be sent back to ASAC to establish measurable outcomes and incorporate those outcomes into the goals of the strategic plan. The Board would like to have these outcomes by the next board meeting in July and the request will be reconsidered. The motion was withdrawn.

Finance Committee: Year end books are pretty much closed. The audit is scheduled in the next week or two. Dee wanted to make people aware that 'Olelo relies on interest income as part of its funding. The Federal Government has dropped rates almost a point and a half since the beginning of the year, which is having an affect on 'Olelo. The committee is continuing to watch the rates on a monthly basis and the affects on interest income.

V. Old Business

VI. New Business Gary suggested to the Board that they pick a day to help Sparky out in Wai`anae to help paint the new facility. Board agreed to Gary's suggestion.

VII. Adjourned at 4:10 p.m.

Respectfully Submitted,
Linda M. Colburn, Secretary

Minutes of the Board of Director's Meeting Friday, April 27, 2001

ATTACHMENT

'Olelo : The Corporation for Community Television
Board of Directors Annual Meeting
Friday, April 27th 2001 3:00 p.m. - 5:00 p.m.

Program Committee Report for April 2001 Board Meeting

The Program Committee held a meeting on February 14 and discussed the following:

- Annual Review of ASAC: The committee decided that it was important that this be done this year as provided in the ASAC procedures. Further discussion will be held and this matter will also become an ASAC agenda item.

- Attendance at ASAC: The committee agreed that all three Program Committee members will schedule to attend each ASAC meeting in order to continue to improve ASAC and to develop better working relationship with the ASAC elected members.

- Program Committee Goals: The committee established as its goals for the year, the review of the ASAC committee, the establishment of a more comprehensive election process for ASAC members, and the committee agreed to look at the current grievance procedures. The committee agreed to wait until the strategic plan was developed to work on other goals.

The ASAC meeting for February 28 was attended by all Program Committee members:

- ASAC members pointed out that several had been thinking about resigning because they did not feel that they wanted to be part of an ineffective committee. The Program Committee members pointed out that there was a need for establishing goals and direction and for working towards improvements. It was agreed that all parties would make a concerted effort to work together.

- Two motions were passed after lengthy discussions:

1. ASAC recommends to the Program Committee that the Program Committee direct the President/CEO of 'Olelo that whenever there are notices about a D&O which might affect 'Olelo, the 'Olelo Board of Directors be duly informed and that 'Olelo staff be directed to attend these D&O meetings. The ASAC further recommends that the 'Olelo Board of Directors protest the D&O that reduced the number of 'Olelo channels and capped it at five (5) as well as protest reduction in the dollar amount given to 'Olelo. And finally, the ASAC recommends the Board request that DCCA provide a written show cause of action regarding the said D&O.

2. ASAC requests that the tape grant program be reinstated as it existed for morale and retention purposes to a sum not to exceed $15,000.00.

The Program Committee met on April 20 and discussed the following:

- Grievance Procedures: The question of workplace violence was raised as part of the discussion and it was agreed that this matter should be looked into in more detail with an attorney. It was also agreed that discussing the current procedures for all possible scenarios with the attorney would also be helpful in deciding on any revisions. To be included in this discussion would be procedures for return from suspensions. ASAC would be asked for feedback in specific areas. Feedback in workplace violence might not be appropriate because of the need for the employer to meet stringent OSHA guidelines.

- The committee agreed to ask ASAC to provide feedback in two major areas:

1. Annual review of ASAC as provided in the procedures. The ASAC would be asked to look at what parameters should be established for such a review and how the review would be conducted. This would then be discussed at the Program Committee and incorporated into a comprehensive review process.

2. Election procedures for ASAC. The Program Committee agreed to request that ASAC look at the current procedures and recommend a system which would allow for wider participation in both the nomination process and the election process. The last election had less than 100 client producers voting.

3. For both the above, ASAC would be asked to have their recommendations ready for the June ASAC meeting.

The Program Committee discussed both of the motions that were passed at the last ASAC meeting and agreed to forward these motions to the 'Olelo Board for consideration.

Special meeting with Attorney Lea Hong on April 24. This meeting was per the Program Committee's recommendation on April 20.

- Workplace violence is a major concern and Attorney Hong agreed to work with the staff to have an effective procedure in place. It is very important to provide employee protection.

- The grievance procedure was reviewed and it was agreed that there needed to be some revisions. A draft will be provided for review by the Board. Included in this draft will be language concerning threats and consequences. A dispute resolution will also be included to be flexible and effective.

- Procedures for return from a suspension needed to be codified and the attorney will work with staff to establish a system. ASAC meeting of April 25, the following key issues were agreed upon:
ASAC was asked for input into the annual review of ASAC as provided in the procedures and the ASAC nomination and review process. The manner of obtaining this input would be designed by ASAC and recommendations would be brought to the June ASAC meeting. @
ASAC was asked to review the draft 'Olelo Strategic Plan. Review would be focused on the Possible Approaches part of the plan. ASAC was asked to come up with a method for getting input and to report back to the ASAC at the June meeting.

The current members of the Program Committee are: Gary T. Honda, Rochelle E. Gregson, and Linda Colburn.

ACTION REQUESTED:

The Program Committee is asking the Board to review the following two motions and take the appropriate action:

- ASAC recommends to the Program Committee that the Program Committee direct the President/CEO of 'Olelo that whenever there are notices about a D&O which might affect 'Olelo, the 'Olelo Board of Directors be duly informed and that 'Olelo staff be directed to attend these D&O meetings. The ASAC further recommends that the 'Olelo Board of Directors protest the D&O that reduced the number of 'Olelo channels and capped it at five (5) as well as protest reduction in the dollar amount given to 'Olelo. And finally, the ASAC recommends the Board request that DCCA provide a written show cause of action regarding the said D&O.

- ASAC requests that the tape grant program be reinstated as it existed for morale and retention purposes to a sum not to exceed $15,000.00.

Respectfully submitted: Gary T. Honda April 27, 2001