Minutes of the Board of Director’s Meeting
June 22, 2004
5:00 p.m. – 7:00 p.m.
1122 Mapunapuna Street,

Classroom Present:

Marsha Bolson, John Flanagan, Board Chair Rochelle Gregson, Gary Honda, Kealii Lopez, Michael Masuda, Steve Van Ribbink

Introduction of New Board Member: Board Chair Rochelle Gregson introduced and welcomed Steve Van Ribbink, Oceanic’s board appointment and Senior Vice President/CFO and Treasurer at HMSA.

Board Chair Board Chair Rochelle Gregson called the meeting to order at 5:00 p.m.

Board Committee Chair Appointments: Board Chair Rochelle Gregson reported that the first item of business at the meeting following the annual meeting is the appointment of committee chairs. Rochelle proposed that the Board make these appointments after DCCA confirms its Board appointments. Rochelle asked staff to draft purpose statements for the Finance and Program Committees to be presented at the next Board meeting. Rochelle also asked staff to be prepared to discuss the roles of Client Services, the Program Committee and the Access Services Advisory Committee.

Board Chair Rochelle Gregson asked for a motion to postpone committee chair appointments until the pending DCCA appointments are confirmed. Director Gary Honda made the motion and Director Steve Van Ribbink seconded. The Board voted unanimously to carry the motion.

Public Comment (In order of presentation)

1. Henry Roman
2. Roger Nakamine
3. Kiana Keopuhiwa
4. Christian Nahoopii
5. Neal Rivera
6. Solomon J. Espinas
7. Katherine Muasau
8. Gilbert Githere
9. Noralei Gonzales
10. Jesse Ponce de Leon
11. Charlene Cuaresma
12. Eric Bautista
13. Jeff Garland

Approval of April 29, 2004 Minutes Board Chair Rochelle Gregson asked for a motion to approve the minutes. Director Gary Honda made the motion and Director Marsha Bolson seconded the motion to approve the minutes of the April 29, 2004 meeting of the ‘Ōlelo Board of Directors. The Board voted unanimously to approve the April 2004 minutes.
Reports Interim President/CEO’s Report:

Kealii Lopez updated the Board on the DCCA contract renewal, DCCA Oceanic franchise fee review, DCCA Cable Advisory Committee meeting, YMCA partnership, and client communications. A summary of Kealii’s written report was provided to the Board. (see attached)

PR/Marketing Plan: Angela Angel, ‘Ōlelo’s Director of Creative Services, presented an overview of ‘Ōlelo’s new marketing plan for the five channels. The plan goal is to increase the general publics’ awareness of Olelo’s channels and programming. Block programming is a strategy to group and promote related programs together to attract interested viewers. ‘Ōlelo has approximately 147 series programs that make up these blocks. Angela also reported that ‘Ōlelo is working on other strategies to help clients promote their own programs. A video presentation of the promotions was shown. Gratia Bone, ‘Ōlelo’s Director of Community Relations, presented an overview of Vote!2004. This election year service is intended to increase voter education and decrease voter apathy. ‘Ōlelo will partner with the Office of Elections, the City Clerk, and the State League of Women Voters on Vote!2004. Vote!2004 will include Candidates in Focus, public service announcements, and candidate debates. ‘Ōlelo will cablecast promos and PSAs and will submit them to KHON, KGMB, KITV, KHNL, and Oceanic Cable.

Board Chair Board Chair Rochelle Gregson adjourned the meeting for a five-minute recess. Board Chair Board Chair Rochelle Gregson called the meeting to order.

Bylaw Amendments: Doug Codiga, attorney for Alston Hunt Floyd and Ing, presented proposed bylaw amendments. Details and explanation of the changes were included in an executive summary document. (see attached)

Doug reported that ‘Ōlelo received a letter from the DCCA on the day of the Board meeting stating that the DCCA will not be appointing the elected Board director as was previously thought. Mr. Codiga recommended that the Board vote on accepting the proposed bylaw amendments in concept and instruct him to make the minor administrative changes necessary to address the DCCA's position on the appointment of the board elected member.

Board Chair Rochelle Gregson asked for a motion to approve and to accept the changes to ‘Ōlelo’s Bylaws, with the understanding that there may be further editorial changes to address the DCCA clarification. Director Michael Masuda made the motion and Director Steve Van Ribbink seconded. The Board voted unanimously to accept the motion.

Board Election Update: Miki Lee, ‘Ōlelo’s Director of Administrative Services, provided an update of the Board election process. A summary of comments received and how these were handled was provided. (see attached)

Board Chair Rochelle Gregson asked for a motion to accept the Election Plan. Director John Flanagan made the motion and Director Steve Van Ribbink seconded. The Board voted unanimously to accept the motion.  

Chair’s Report:

Board Chair Rochelle Gregson reported that confirmation from Director Recktenwald regarding the Board appointment recommendations (approved at the April 29, 2004 Board Meeting) had not yet been received.

Board Chair Rochelle also reported at the April 29, Board Meeting, the Nominating Committee suggested staggered terms as a means of ensuring continuity. For two-year terms, the Nominating Committee recommended Board Chair Rochelle Gregson, John Flanagan, Marsha Bolson and Michael Masuda. For three-year terms, the Nominating Committee recommended Sharon Narimatsu, Keiko Bonk, Crystal Rose and Alan Shinn. The Board unanimously approved the foregoing list of board member candidates and the staggering of their terms for the Board member candidates. Earlier in the meeting, as part of the bylaw amendments business, Section 6.8 of the bylaws was amended to state that, "Directors of the Board shall serve three-year terms, with terms less than three years for the purpose of staggering the Directors’ terms." Previously, the bylaws did not provide for Director terms of less than three years.

Board Chair Rochelle asked for a motion that the Board ratify, in conformance with the bylaws amended June 22, 2004, the Board’s April 29, 2004 recommendation of specific Board candidates and staggered terms. Director Marsha Bolson made the motion and Director Steve Van Ribbink seconded the motion. The Board voted unanimously to accept the motion.

Finance Committee Report:

Finance Committee Chair Mike Masuda reported that the April 14, 2004 Finance Committee Meeting Minutes were approved. Howard Hanada from Grant Thornton gave an overview of the 2003 Financial Audit. Howard informed the Board that the audit went well and that there were no significant changes or differences from 2002.

Board Chair Rochelle asked for a motion to accept and approve the 2003 financial audit. Director Gary Honda made the motion and Director Marsha Bolson seconded. The Board voted unanimously to accept the motion.

Mike continued his report to the Board that the financial statements through April 30, 2004 were reviewed and discussed. The only noteworthy item is an accounts payable accrued expense, which included the $139,297 reimbursement to Oceanic, that staff reported on at the April 29 Board meeting.

Executive Session: Chair Board Chair Rochelle Gregson updated the Board on the President/CEO search process that consisted of an internal board interview panel and an external interview panel. Iniken and Associates was hired to provide advice and assistance to both panels. The Board interview panel’s recommendation will be presented in Executive Session.

Board Chair Rochelle asked for a motion to move into Executive Session pursuant to Sections 7.6 and 7.7(c) of the bylaws, and HRS Section 92-5 (a) (4) for the following purposes, to consult with the Board’s attorney on questions and issues pertaining to the Board’s powers, duties, privileges, immunities and liabilities regarding contract negotiations with the DCCA and to deliberate and discuss the hiring of a new President/CEO. Director Michael Masuda made the motion and Director Gary Honda seconded. The Board voted unanimously to accept the motion.

Board Chair Board Chair Rochelle Gregson adjourned the regular Board meeting to go into executive session.

Board Chair Board Chair Rochelle Gregson reconvened the regular Board meeting at 7:45 p.m.

Chair Board Chair Rochelle Gregson announced that while in executive session the board unanimously approved the selection of Kealii Lopez as the new President/CEO of ‘Ōlelo.

 

Adjourned at 7:55 p.m.

 

Respectfully Submitted,   ___________________________

 

Gary Honda, Secretary

 

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