'Olelo Community Television

‘Olelo Community Television
Minutes of the Board of Director’s Meeting
April 29, 2004 ~ 5:00 p.m. – 6:30 p.m.
1122 Mapunapuna Street, Classroom

Present:
Marsha Bolson (via conference call), John Flanagan, Rochelle Gregson, Gary Honda, Kealii Lopez, Michael Masuda, Alan PollockBoard

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

Public Comment (In order of presentation)
1. Mark Helmberger
2. David Husted
3. Nicole Fields
4. Tanya Collin
5. Cheryl Kaster
6. Joan Bedish
7. Jeff Garland
8. Anita Loando-Acahido
9. Ernie Libarios
10. Kealii Oluolu-Gora
11. Andrew Germinaro
12. Chloe Heiniemi
13. Pilialoha Nahoopii
14. Lynn Eckland
15. Gary Anderson
16. Kay Lorraine
17. Bud Henry
18. Jan Lee
19. Calvin Nakano

Approval of February 19, 2004 Minutes.

Approval of Amended July 23, 2003 Minutes.
Board Chair Rochelle Gregson reported that a correction was needed on the July 23, Board of Director Meeting Minutes (on page 3). The minutes are being corrected to reflect that the reason for delaying the by-law business from the July 23, meeting was due to a lack of 2/3 of all board members being present (not because of a lack of quorum as originally stated).

Rochelle asked the Board to approve the amended July 23, 2003 Board Minutes.

The Board unanimously approved the amended July 23, 2003 Board Minutes.

Reports
Chief Operating Officer’s Report:
Chief Operating Officer Kealii Lopez provided a summary of the 2003 Annual Report. Highlights for the last year include the expansion of facilities, quantity and value of community programming made, number of certifications awarded and special projects.

Kealii reported that `Olelo, along with Na Leo O Hawaii and Hoike, are in the process of contract renewal with the Department of Commerce and Consumer Affairs (DCCA). This renewal period, DCCA Director Mark Recktenwald has indicated that he would like to evaluate the process and consider additional reporting requirements, including compliance with UIPA and the Sunshine Law.

Kealii reported that the DCCA has granted `Olelo interim relief from compliance with Sunshine until a new contract is in place. `Olelo agreed that where it does not impede the organization's to conduct business, `Olelo will attempt to comply with the spirit of Sunshine.

Kealii reported that the DCCA is seeking a financial consultant service to conduct a financial review of the state's four access centers. The intent is to review how access funds are allocated and expended. The DCCA is expecting to have the review completed by the end of 2004, and is considering scheduling financial reviews on an ongoing basis.

Kealii reported that the DCCA had contacted all county Mayors to invite them to consider overseeing local PEG operations. None of the Mayors indicated interest, and the State will continue to regulate the PEG Access centers for this contract period. Kealii also reported that the DCCA is re-instating the Cable Advisory Committee (CAC). The CAC will provide input to the DCCA on cable issues, including PEG Access. At an April confirmation hearing, four of the five nominated appointees were confirmed. Kealii recommended that `Olelo attend the CAC meetings to participate in PEG related discussions.

Kealii updated the Board on the status of `Olelo’s 2004 goals. Staff is working with community partners to help develop selection criteria for one to two new satellites for 2004. `Olelo is exploring establishing new partnerships to help off-set the costs of new satellite centers. `Olelo is also looking at other models, such as mobile services to bring access services to North Shore communities as part of `Olelo’s Kahuku facility. Kealii closed her report with a video presentation of the Senate honoring `Olelo and sponsors of the 2003 Youth Exchange video competition.

Chair’s Report:
Board Chair Rochelle Gregson asked the Board to appoint Chief Operating Officer Kealii Lopez as the Interim President/CEO for `Olelo. The appointment, effective until a Pre/CEO hiring decision is made, allows the organization to conduct routine business at a staff level, reducing the need for board-level involvement.

Rochelle asked the Board to appoint Kealii Lopez as the Interim President/CEO for `Olelo.

The Board unanimously approved the appointment of Kealii Lopez as the Interim President/CEO for `Olelo.

Rochelle updated the Board on the status of filling the President/CEO position. `Olelo has engaged the assistance of an Executive Search Consultant who will be assisting `Olelo with the different phases of the search process. While the consultant is providing support services, the Board retains the authority and responsibility for hiring the new President/CEO. The Board is currently interviewing candidates.

This first round of interviews will be completed in mid-May, at which time, an external panel will conduct interviews with final candidates. The external panel will provide the board interview panel with input on the candidates. Upon completion of the external panel interviews, the board interview panel will begin to deliberate on making its final recommendation. A special board meeting will be convened so the board may take action. Once the Board approves its selected candidate, the Executive Search Consultant will finalize salary negotiations with the selected candidate.

Finance Committee Report:
Finance Committee Chair Mike Masuda reported that on February 2, 2004, the DCCA sent audit reports from Public Knowledge, Inc. and Merina and Company, LLC to `Olelo. The purpose of the analysis was to derive balances relevant to DCCA’s regulation of Oceanic. These reports verified a “carry-forward analysis” that Oceanic/Time Warner Entertainment submitted to DCCA.

Mike reported that one of the conclusions found that `Olelo was underpaid ($22,632) as a result of Oceanic’s bad debt allocation procedure. Another conclusion was that `Olelo was overpaid (161,929) as a result of including advertising revenue in the revenue calculations in 2001. The DCCA is requesting that `Olelo pay Oceanic time Warner Cable the cumulative net.

Mike reported that `Olelo’s staff reviewed the reports with the assistance of `Olelo’s auditor, Grant Thornton and had followed-up conversations with the principal parties involved, from DCCA, Public Knowledge, Inc., and Merina and Company. Staff concurs with the findings of Public Knowledge, Inc. and Merina and Company. Repayment to Oceanic will be reported as deferred revenue in the 2003 financial statements.

Mike updated the Board on `Olelo’s 2003 un-audited financial statements. Refer to the attached summary.

Mike updated the Board on the 2004 capital budget. As of March 31, 2004 capital expenses totaled $251,384.00, with a remaining balance of $1,021,481.00 for the year. The Finance Committee asked that future budget reports include any variances and provide year-end projections as the year progresses.

Mike also reported that the 2003 audit is currently underway and is expected to be completed by the July 14, 2004 finance committee meeting and will subsequently be presented to the full board at a future board meeting.

Mike reported that First Hawaiian Bank (FHB) held an enrollment meeting for `Olelo staff for its money purchase pension plan. `Olelo’s staff and FHB discussed investment options that will be available July 1, 2004. A group was organized to review and select new fund options, which will be replacing existing funds. This is operational activity and does not require Board action.

Nominating Committee:
Nominating committee member Gary Honda presented to the nominating committee's recommended slate of officer. It is recommended that Rochelle Gregson continue as Board Chair, Michael Masuda continue as Board Treasurer, and Gary Honda continue as Board Secretary. The Vice Chair position will remain vacant until the full board is seated.

Gary asked the Board to approve the Slate of Officers.

The Board unanimously approved the Slate of Officers.

Gary reported to the Board that on April 14, Rochelle Gregson, Michael Masuda, Dennis Ragsdale,
and he met to develop a roster of potential board member candidates to fill six of the seven vacancies.
As a means of ensuring continuity at the end of board member terms, the nominating committee is suggesting staggered terms. For two-year terms the nominating committee recommends Rochelle Gregson, John Flanagan, Marsha Bolson and Michael Masuda. For three-year terms the nominating committee recommends Sharon Narimatsu, Keiko Bonk, Crystal Rose, Alan Shinn and William Hoshijo.

Rochelle asked the Board to approve the recommendation of board member candidates and authorize the staggered terms for the candidates.

The Board unanimously approved the list of board member candidates and to stagger the terms for the board member candidates.

Gary asked staff to provide an update on the election process that the DCCA is recommending in its PEG Access Plan. The purpose of filling one DCCA board appointment seat by election is to provide an opportunity for clients to serve on the board.

Director of Administrative Services Miki Lee reported that the League of Women Voters has been engaged to assist with the election. `Olelo is responsible for designing the election process ,creating a list of eligible nominees and voters, and coordinating the nomination process. `Olelo will also coordinate the development of informational material. Once nominees are validated by staff, the League will take over the process, including printing and distributing ballots, and receiving and counting votes. Upon completion of the election, the League will provide a comprehensive election summary report. `Olelo plans to send out nomination information packets to immediately. The deadline to submit nomination papers is May 13, 2004. Criteria to participate includes:

Nominees
Certified producers and technicians
Executive producers
Clients submitting a tape w/in 24 mos
Oahu residents
Age 18 and over
Former employees w/certifications

Voters
Certified producers and technicians
Executive producers
Clients submitting a tape w/in 24 mos
Oahu residents
Clients of any age (w/certifications)
Certified employees

Adjourned at 6:30 p.m.

Respectfully Submitted,

___________________________
Gary Honda, Secretary