Minutes

July 29, 2017


ITVS BOARD OF DIRECTORS MEETING

Hotel Nikko, San Francisco, CA

November 18, 2017

MINUTES


Directors Present: Garry Denny, Sharese Bullock-Bailey, Delida Costin, Beth Curley, Sharon La Cruise, Malinda Maynor Lowery, Bathsheba Malsheen, and Margaret Wilkerson

Directors Absent: Pat Aufderheide, Lisa Cortés, Andrew DeVigal, and Ian Inaba

Staff and Guests Present: Sally Fifer, John Cheng, Pamm Higgins, Andrew Rand, Noland Walker, Monika Navarro, Lisa Tawil, Donna Hardwick, Daniel Ross, Susan Cohen, and Kirk Vader


CALL TO ORDER AND INTRODUCTIONS

Denny, Chair, called the meeting to order at 9:40 a.m., introduced the members of staff and guests in attendance, and gave opening remarks. He thanked Cheng and ITVS staff for arranging a Thanksgiving lunch the previous day.

QUORUM

The Chair 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

Bullock-Bailey, Secretary, presented the minutes of the meeting of the Board held on July 29, 2017. Following discussion, on motion by Costin, seconded by Denny, and carried unanimously:

It Was Resolved, that the minutes of the meeting of the Board held on July 29, 2017 are approved.


PRESIDENT’S REPORT

Fifer stated that the goal for the meeting was to review the FY2018 Annual Plan. She reiterated that ITVS was entering year two of its latest three-year agreement with CPB.

She reported that the number of Open Call fund applications from the summer 2017 round increased from approximately 225 to over 300, while the number of 2017 Diversity and Development fund applications rose from 120 to 150. This uptick was attributed to a more cohesive strategy from ITVS’s Field Relations Team and the revamped, filmmaker-first ITVS.org site.

Fifer noted that Indie Lens Storycast, ITVS’s new short-form, online docuseries had recently launched on PBS’s YouTube carousel with four programs: Iron Maidens, The F Word, Divas of Karachi, and Pops. ITVS, in collaboration with PBS Digital Studios, is pioneer in this space.

She then recapped award wins, including ITVS’s five News and Documentary Emmy awards and its Television Academy Governors Award.

FY2018 ANNUAL WORK PLAN REVIEW

Fifer gave an overview of the organization-wide FY2018 Annual Work Plan. The strategic plan directives for the coming year are to strengthen and leverage digital opportunities to expand independents’ access to traditional and new distribution platforms and audiences; to lead the public media field in promoting diversity in programming and the producer pool; and to strengthen and leverage brand equity among key stakeholders.

Trends in the field showed that improvement and innovation are imperative in the rapidly-evolving media space. To address these ever-shifting needs, ITVS will focus its efforts across six main bands of work: ITVS Institutional, Independent Lens Cross-Platform, Series and Standalones, Learning and Evaluation, Business Operations, and Organizational Culture. Fifer provided examples of how each band will be prioritized across departments in FY2018 and revealed the ways in which integrated strategy teams will be recast.

She also stated that the most crucial integrated strategy themes to be addressed in FY2018 would be the divisive climate in America, the digital migration of audiences, the strong bonds with ITVS’s partners, and an organizational culture strengthened with a renewed focus on learning and evaluation. Fifer concluded by reaffirming organizational development in 2018 will focus on clarity, confidence, communication, and culture alignment.

Following discussion, on motion by Malsheen, seconded by Bullock-Bailey, and carried unanimously:

It Was Resolved, the FY2018 Annual Work Plan is approved.

Further Resolved that the officers and directors of the corporation 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.

SPECIAL GUEST PRESENTATION ON FINANCE 

Rand gave an overview of the worldwide economic climate at the end of 2017. He noted that the US continue to grow, pointing to trends in consumption and the low unemployment rate. He noted that consumer sentiment, however, indicates the country is approaching the end of the bull cycle. Fifer asked when Rand anticipated a correction to the national economy and he replied that he expects one in the next 12-24 months.

REPORTS ON OPERATIONS

The following persons gave individual reports on the operations of the corporation: Pamm Higgins, Senior Vice President, Lisa Tawil, Vice President of Marketing, Daniel Ross, Senior Director of Marketing, Donna Hardwick, Senior Director of Communications, Monika Navarro, Senior Manager, Content and Initiatives, and Noland Walker, Vice President of Content.

Tawil and Higgins introduced Hardwick, ITVS’s new Senior Director of Communications, and described how she would work within the Audience Development department.  

Tawil and Ross then presented an Audience Development update on the evolution of ITVS’s digital presence. Aligned with ITVS’s recent brand refresh, the new version of the ITVS.org site was inspired by the needs of filmmakers and internal stakeholders. Ross reviewed the history of the site from its inception to the present day and stated that the new ITVS.org endeavored to address divisiveness by emphasizing inclusiveness of stories and storytellers from across America.

Ross showed a visual representation of the audience funnel for the site that helps filmmakers move from awareness of ITVS to advocates for ITVS. He explained that all other ITVS properties—email newsletters, Facebook, Twitter, Instagram, and YouTube—will be used consistently and cohesively going forward. Replying to a question from Denny, Ross replied that the web team will ensure that, when visitors arrive at the ITVS site, they will understand clearly what ITVS represents and how its mission is being carried out.

Walker and Navarro presented on the content pipeline. From the Series and Special Projects pipeline, they previewed and presented clips for The King, Conscience Point Shinnecock Project (working title), and Ex-Libris.

From the most recent round of Open Call submissions in 2017, ITVS received 308 eligible applications. Of the funded filmmakers, 48% were diverse. Walker and Navarro then previewed and presented clips for funded Open Call films Harvest Season, The Blackfeet Flood, Time of the Phoenix: The First Rainbow Coalition, Ma Liang’s Time Machine, The Judge, American Psychosis, and The Interpreters.

AUDIT COMMITTEE REPORT

Curley, Chair, gave a report on behalf of the Audit Committee. She noted that auditors would be working in-house on ITVS financials in December, and that a full report would be made at the next Board meeting.

FINANCE COMMITTEE REPORT

Denny gave a report on behalf of the Finance Committee. In reviewing the FY2018 budget, the Committee concluded that ITVS’s financial health was excellent. Denny then reviewed the funding picture at CPB and noted that Women and Girl’s Lead Global support from USAID would be winding down through March 2018.

FY2018 BUDGET REVIEW

The Chair advised that is was appropriate for the corporation to review and vote whether to approve the FY2018 Budget. After discussion, upon motion by Curley, seconded by La Cruise, and carried unanimously:

It Was Resolved, that the FY2018 Budget is approved.

Further Resolved, that the officers and directors of the corporation 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.

NOMINATING COMMITTEE REPORT

Denny gave a report on behalf of the Nominating Committee. He explained that the Committee had been considering candidates from four groups: tech/innovation, filmmaker/creative, public television, and Washington, D.C.-based. Several candidates in each category were identified. Conversations with candidates were scheduled for early January so the Committee could determine their availability and interest in joining the Board. Denny projected that the slate of candidates should be ready in Spring 2018 with new Board members seated for summer meeting.

EXECUTIVE SESSION

All staff and guests left the meeting at this time, with the exception of Fifer, Higgins, and Cheng, and the Board then met in executive session.

RATIFICATION OF PAST ACTIONS

The Chair 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 Bullock-Bailey, seconded by Maynor Lowery, 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.

ADOPTION OF AMENDED BYLAWS and BOARD POLICIES & PRACTICES 

The Board Chair gave an update on the process of updating and amending the Bylaws of the Corporation and the Policies and Practices document. The Board Chair reported that no questions, comments, or edits were proposed by the directors to the proposed revisions that were circulated at the last meeting of the Board of Directors and again via email in October.

The Board Chair further reported that four additional revisions were made in the Bylaws and Board Policies & Practices document recommend for adoption by the Board of Directors. The Board Chair then circulated final copies of the proposed amended Bylaws and the proposed amended Board Policies & Practices documents (true and copies of which are attached hereto) and explained the four revisions proposed and recommended for adoption. 

The first is a revision of the proposed amended Bylaws in the third sentence of Article 1, Section 2 of the Bylaws, so that sentence now reads: “At any given time, the corporation will endeavor to ensure no less than four (4) directors are independent media makers.” This revision is proposed to ensure that in no event with the corporation fail to comply with this provision in the Bylaws.

The second revision is also to the proposed Bylaws. The second and third sentences of Article I, subsection 9(a) have been updated to reflect the actual composition of the Executive Committee. The existing Bylaws and the previously proposed Bylaws did not address the fact that the Corporation’s Secretary is a standing member of the Executive Committee, and also neglected to address the At Large positions on the Executive Committee. The new revisions specifically include these members in the description of the Executive Committee. 

The third revision proposed is to the Polices & Practices Document regarding a change to the proposed restructuring of the standing agenda items at the regular meetings of the Board of Directors. The initial proposed revisions recommended shifting the Performance and Compensation review of the Corporation’s officers from the Winter meeting to the Fall meeting. In the final proposed revisions recommended to the Board of Directors, those reviews remain a part of the Winter meeting, but will now be part of the new, renamed Mid-Fiscal Year Meeting.

The fourth revision proposed is also to the Policies & Practices Document in the last subsection of Article II, regarding the duties of the Human Resources committee. The proposal is to eliminate the obligation of the Finance Committee to notify the Audit Committee of its findings regarding the budgetary implications of proposed compensation, as the obligation to notify the Chief Financial Officer is sufficient. The revision also proposes removing the selective duty of the Human Resources Committee to review employee fringe benefits and personnel policies of the Corporation, as those duties are exercised by the Finance and Executive Committee.

The Board Chair then invited a discussion and debate and advised that each document would be voted upon individually in turn for adoption by the Board of Directors, to take effect immediately. After discussion, upon motion by Costin, seconded by Bullock-Bailey, and carried unanimously:

It Was Resolved, that the Amended Bylaws attached hereto are approved and adopted, and shall take effect immediately;

Further Resolved, that the officers and directors of the corporation 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.

After discussion, upon motion by La Cruise, seconded by Maynor Lowery, and carried unanimously:

It Was Resolved, that the Amended Board Policies & Practices document attached hereto are approved and adopted, and shall take effect immediately;

Further Resolved, that the officers and directors of the corporation 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.

APPOINTMENT OF OFFICERS FOR FY2018

The Board Chair advised that is was appropriate for the corporation vote on whether to accept the officer position nominations of the Executive Committee Fiscal Year 2018. The Board Chair advised the officer position of President & CEO is not up for renewal at this time. After discussion, upon motion by Curley, seconded by Malsheen, and carried unanimously:

It Was Resolved, that that the following persons be appointed the respective corporate officer positions for Fiscal Year 2018, effective as of the conclusion of this meeting:

                               Board Chair, Garry Denny

                               Board Vice Chair, Sharese Bullock-Bailey

                               Secretary, Sharon La Cruise

                               Assistant Secretary, John Cheng

                               Chief Financial Officer, John Cheng

APPOINTMENT/RESTATEMENT OF BOARD COMMITTEE MEMBERS FOR FY2018

The Chair advised that the corporation reaffirm the Board of Directors five standing committees, appoint new directors to the Board’s standing committees, and reaffirm existing committee members for Fiscal Year 2018, as recommended by the Executive Committee. Following discussion, on motion by Bullock-Bailey, seconded by Wilkerson, and carried unanimously:

It Was Resolved, that the following persons be appointed as members of the respective committees for Fiscal Year 2018, effective as of the conclusion of this meeting:

Executive Committee:
Garry Denny, Committee Chair
Sharese Bullock-Bailey
Sharon La Cruise
Pat Aufderheide, At large
Bathsheba Malsheen, At Large
Sally Jo Fifer, ex officio, non-voting committee member
John Cheng, ex officio, non-voting committee member
Finance Committee:
Lisa Cortés, Committee Chair
Delida Costin
Garry Denny, ex officio committee member
Sally Jo Fifer, ex officio, non-voting committee member
John Cheng, ex officio, non-voting committee member
Nominating Committee:
Lisa Cortés, Committee Chair
Sharese Bullock-Bailey
Malinda Maynor Lowery
Beth Curley
Garry Denny, ex officio committee member
Sally Jo Fifer, ex officio, non-voting committee member
Human Resources Committee:
Bathsheba Malsheen, Committee Chair
Margaret Wilkerson
Andrew DeVigal
Garry Denny, ex officio committee member
Audit Committee:
Beth Curley, Committee Chair
Garry Denny, ex officio committee member

CONCLUSION OF EXECUTIVE SESSION 

At 4:40 p.m., the Chair announced the conclusion of the Executive Session and invited the remaining staff and guests back into the meeting.

ADJOURNMENT

There being no further business, the meeting was adjourned by the Chair at 4:40 p.m.

             

___________________________

Sharon La Cruise, Secretary