Minutes

ITVS BOARD OF DIRECTORS MEETING 

Via Teleconference

July 27, 2020

MINUTES


 

Directors Present: Garry Denny, Board Chair; Sharese Bullock-Bailey, Board Vice Chair; Sharon La Cruise, Secretary; Malinda Maynor Lowery; Andrew DeVigal; Danfung Dennis; Gita Saedi Kiely; Lisa Cortés; Bathsheba Malsheen; Pat Aufderheide; Beth Curley; Margaret Wilkerson; Delida Costin 

Directors Absent: 

Staff and Guests Present: Sally Jo Fifer, President & CEO; John Cheng, CFO; Pamm Higgins, Senior Vice President; Jim Sommers, Senior Vice President of Content; Royd Chung, Vice President, Production Lisa Tawil, Vice President of Marketing andCommunications; Noland Walker, Vice President, Content; Justine Armen, Executive Coordinator


CALL TO ORDER AND INTRODUCTIONS 
Denny called the meeting to order at 8:33 a.m., introduced the members of staff and guests in attendance, and gave opening remarks.

QUORUM 
Denny took roll call, noted that a quorum of the board was present, and declared the meeting open for the transaction of business.

APPROVAL OF MINUTES
La Cruise, Secretary, presented the minutes of the meeting of the Board of Directors held on March 14, 2020. Following discussion, on motion by Malsheen, seconded by Bullock-Bailey, and carried unanimously:

IT WAS RESOLVED, the minutes of the meeting of the Board of Directors held on March 14, 2020 are approved.

PRESIDENT’S REPORT

Fifer kicked off the President’s Report with news of ITVS’ Peabody Award wins, including: the POV titles Midnight Traveler by Hassan Fazili and The Silence of Others by Almudena Carracedo and Robert Bahar and the Independent Lens title Hale County This Morning, This Evening by RaMell Ross. Fifer announced the greenlighting of six projects through the most recent round of Open Call, 75% of which were from diverse applicants.

ANNUAL PLAN FY21 ASSUMPTIONS & STRATEGIC 

Fifer, Cheng, and Higgins discussed the FY21 Annual Planning including the Independent’s Summit shift to virtual, safety planning for the institution in multiple pandemic scenarios, and supporting the wellbeing of the staff in this tumultuous time. The institution will provide multiple supports for staff during this time, including a number of trainings on resilience and non-violent communication.

BLUEPRINT FOR THE FUTURE
Denny, La Cruise, and Aufderheide presented a project led by Denny in collaboration with American University’s Center for Media & Social Impact about a vision for the future in public media, and the role ITVS can take in that future. The project will culminate in a paper to be published jointly in early 2021.

OPERATIONS REPORTS
Tawil reported on the sharp increase in interest in the Online Viewing & Engagement Experience (OVEE) over the past two quarters amidst the COVID-19 lockdowns. The platform quadrupled the number of screenings hosted by partners in just two quarters, providing a virtual meeting space for partners to host film screenings, panel talks, and meaningful conversations on complex subjects with their community. Sommers, Chung, and Walker reported on the latest films programmed for Independent Lens, including an update on two docuseries in production, and multiple short-form documentaries produced in partnership with journalists.

NEW BUSINESS
Denny opened up the meeting for discussion of any new business.

EXECUTIVE SESSION
All staff and guests left the meeting at this time, with the exception of Cheng, and the board then met in executive session.

RATIFICATION OF PAST ACTIONS 
Denny noted that the board has reviewed and considered all of the activities of the corporation and actions by its directors and officers since the last meeting of the board.Based on this review and consideration of the activities of the corporation and the actions of the officers and directors, upon motion made by Maynor-Lowery, seconded by Kiely, and carried unanimously: 

IT WAS RESOLVED, that all of the known acts of the officers and directors of the corporation taken since the last meeting of the board on behalf of the corporation are adopted, ratified, and approved; and 

FURTHER RESOLVED, that the officers and directors of the corporation are authorized and directed to perform all such acts, deeds, and things and execute all such documents and other writings as may be required to give effect to the true intent of this resolution. 

ANNUAL ELECTION OF DIRECTORS – FISCAL YEAR 2021 CLASS OF DIRECTORS 
The Board Chair advised that it was appropriate for the corporation to vote on the slate of directors presented by the Executive Committee to represent the 2021 Fiscal Year Class ofDirectors, for three year terms from October 1, 2020 through Sept. 30, 2023. The proposed slate of candidates for the Fiscal Year 2021 Class of Directors included Margaret Wilkerson, Gita Saedi Kiely, and Danfung Dennis.

The directors present cast their votes on whether to approve the slate of proposed Directors for the Fiscal Year 2021 Class of Directors. The slate of directors was motioned by Costin, seconded by Cortés, and unanimously elected by all directors present.

IT WAS RESOLVED, that the following persons are elected to serve as directors of the corporation for three-year terms as part of the Fiscal Year 2021 Class of Directors, from October 1, 2020 through September 30, 2023:
                           Margaret Wilkerson
                           Gita Saedi Kiely
                           Danfung Dennis 

FURTHER RESOLVED, any one or more of the directors of the corporation be and hereby are authorized and directed to perform all such acts, deeds, and things and execute under the seal of the corporation or otherwise, all such documents and other writings as may be required to give effect to the true intent of this resolution.

CONCLUSION OF EXECUTIVE SESSION
At 10:55 a.m., Denny announced the conclusion of the Executive Session.

ADJOURNMENT
There being no further business, the meeting was adjourned by Denny at 10:55 a.m.

_______________________________________ 

Sharon La Cruise, Secretary