A Public Education Enrichment Fund (PEEF)
Minutes of Board Meeting
Thursday, February 21, 2008, NCTV classroom
1. Meeting called to order by Chair Kyle at 6:02 pm.
Members in attendance: Jack Meeks, Chuck Scimeca, David Kyle, Elisa Parker, Susan Rogers, Chip Carman, Judy Nielsen.
Members absent: Holly Hermansen.
Also attending: Leslie Smith, science project consultant; Lew Sitzer, NCTV Exec. Director.

2. Adoption of the Agenda. Moved (Scimeca/Rogers) to adopt the agenda. Vote taken, passed unanimously.
3. Adoption of the minutes of Jan. 17, 2008. Moved (Nielsen/Scimeca) to adopt the minutes. Vote taken, passed unanimously.
4. Continue mission exercise; distribute fund-raising CD. Chip Carman led the continuing exercise in developing PEEF's Mission and Vision statements.

Reports
5. NCTV report by Lew Sitzer:
· Contracts with the government agencies for videotaping services and Government Channel administrative support are in process. Grass Valley and Nevada City, which do not have IT departments nor any staff person qualified to do the live TV technology integration, are requiring more-than-expected support from NCTV staff.
· Lew is working with staff to implement improved office communications and internal policies.
· Foot traffic during open hours is non-stop and staff is increasingly burdened by requests from producers for station use and help during non-public hours.
· The board encouraged Lew to have regular staff meetings and to protect staff time, energy and morale by enforcing public hours of facilities availability.
· A big transition is coming in July. Chuck asked Lew to provide a written overview at the March meeting of what this transition will include for PEEF and the Supt. of Schools office.
6. Leslie Smith report
· Meetings with constituent groups are coming up very soon and the project is moving along well.
7. Imaginarium Report by Judy Nielsen
· Judy is having ongoing discussions with Holly Hermansen how the PEEF change affects the Imaginarium. Many questions are unresolved.
· Group visits and other special programs are going well.
· The new fiber optic cable hookup is providing exciting opportunities for finding funding for new projects.
8. Children's Festival: no report.
9. Bitney College Prep Charter School Foundation: Susan Rogers described a potential PEEF project: serving as a grant-funding conduit for Bitney College Prep High School's foundation, which does not yet have its 501(c)(3) designation. The board asked that the school principal attend the next meeting and bring a written proposal summarizing Bitney's mission and goals and what it is requesting of PEEF.
10. Chuck Scimeca presented information from the Attorney General's report on charitable trusts, including guidelines on employees and independent contractors, accounting and fiduciary responsibilities, reporting, and directors/officers of the corporation.

Discussion/Action Items
11. Public Forum: no members of the public were present.
12. Action Item: Judy presented a proposal addressing accountant fees and how to allocate them amongst the different PEEF projects. Moved (Rogers/Scimeca) to accept the proposal. Vote taken, passed unanimously.
13. Adoption of by laws changes: Judy requested, and the Board agreed, to review Section 5.03 again regarding how much time is required for notice of a special meeting. Motion (Nielsen/Scimeca) regarding Section 5.03, to change wording “at least four days” in section A, and “at least 48 hours” in section B and C, to “at least 24 hours.” Vote taken, passed unanimously.

· Section 6: Chuck suggested adding the following text as a second paragraph to 6.03, Section (a) regarding a method for appointing a temporary Executive Director for PEEF in an emergency situation:
The President will exercise and perform such other duties and powers as the Board may assign from time to time. If there is no Executive Director, the President of the Board shall also be the Chief Executive Officer and shall have the powers and duties of the Executive Director of PEEF prescribed by these Bylaws.
The consensus was not to put this type of language into the by-laws, but to include it in PEEF policies instead.

· Chuck suggested adding the following text as section D to Article 6.03 on Conflict of Interest:
Conflict of interest: you know board member or family there shall profit financially or materially from the business or decisions of this corporation. At any Board member or family member who would benefit financially or materially from a board decision shall abstain from voting on said business or decision and must be able to show that the business or decision was conducted in good faith. A board member shall also be excused from the meeting to deal with conflict of interest issue.

Some board members prefer to see this in PEEF policies rather than in the By-laws. It was moved (Scimeca/Nielsen) to accept the conflict of interest policy recommended by Chuck. Vote taken, not passed (1 yea, 6 nay).

· Moved to adopt (Rogers/Scimeca) By-law changes discussed from Article 5.06 up to (but not including) Article VII. Vote taken, passed unanimously.
14. The president and vice president cannot attend on the next normal meeting date of March 20, 2008. Meeting rescheduled for one week earlier on Thursday, March 13, 6pm at NCTV classroom.
15. Meeting adjourned (Rogers/Nielsen) at 8:10 p.m.